Common use of Each U Clause in Contracts

Each U. S. Revolving Credit Lender severally agrees to indemnify the Issuing Bank (to the extent not promptly reimbursed by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Issuing Bank’s gross negligence or willful misconduct. Without limitation of the foregoing, each such Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes of this Section 8.05(b), the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective Term Commitments at such time plus (iv) their respective Unused U.S. Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by any Defaulting Lender at any time, such Lender Party’s Commitment with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of such Defaulted Advance. The failure of any Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.

Each U. S. Revolving Credit Lender severally Borrower hereby agrees to indemnify indemnify, save, defend, and hold the Issuing Bank (to the extent not promptly reimbursed Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or Group arising out of the Loan Documents or in connection with any action taken or omitted Credit Instrument. Each U.S. Borrower agrees to be bound by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Bank under Lender's interpretations of any L/C or Bankers' Acceptance issued by Issuing Lender to or for such U.S. Borrower's account, even though this interpretation may be different from such Borrower's own, and each U.S. Borrower understands and agrees that the Loan Documents; provided, however, that no Lender Party Group shall not be liable for any portion error, negligence, or mistake, whether of such liabilitiesomission or commission 63 (except, obligationsas to any member of the Lender Group, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from to the Issuing Bank’s extent caused by its gross negligence or willful misconduct), in following U.S. Borrowers' instructions or those contained in any Credit Instrument or any modifications, amendments, or supplements thereto. Without limitation Each U.S. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of the foregoing, each claims by U.S. Borrowers against such Lender Party Underlying Issuer. Each U.S. Borrower hereby agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs indemnify, save, defend, and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes of this Section 8.05(b), hold the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective Term Commitments at such time plus (iv) their respective Unused U.S. Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by any Defaulting Lender at any time, such Lender Party’s Commitment Group harmless with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of such Defaulted Advance. The failure of any Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Parties to Group under any Credit Instrument as a result of the Lender Group's indemnification of any Underlying Issuer or Issuing Bank as Lender. THE FOREGOING INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY MEMBER OF THE LENDER GROUP, provided herein shall not relieve any other only that no member of the Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party Group shall be responsible entitled under this section to receive indemnification for the failure that portion, if any, of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunderliabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, the agreement and obligations of each Lender Party contained as determined in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documentsa final judgment.

Each U. S. Revolving Credit Lender severally Borrower hereby agrees to indemnify indemnify, save, defend, and hold the Issuing Bank (to the extent not promptly reimbursed Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or Group arising out of the Loan Documents or in connection with any action taken or omitted by the Issuing Bank under the Loan DocumentsLetter of Credit; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender Party or any other member of the Lender Group. Each U.S. Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such U.S. Borrower’s account, even though this interpretation may be different from such U.S. Borrower’s own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any portion error, negligence, or mistake, whether of omission or commission, in following U.S. Borrowers’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such liabilitiesUnderlying Issuer. Each U.S. Borrower hereby agrees to indemnify, obligationssave, lossesdefend, damagesand hold the Lender Group harmless with respect to any loss, penaltiescost, actionsexpense (including reasonable attorneys fees), judgmentsor liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group’s indemnification of any Underlying Issuer; provided, suitshowever, coststhat no U.S. Borrower shall be obligated hereunder to indemnify for any loss, expenses cost, expense, or disbursements resulting from liability to the Issuing Bank’s extent that it is caused by the gross negligence or willful misconduct. Without limitation misconduct of the foregoing, each such Issuing Lender Party or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees to reimburse that neither the Lender Group nor the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes of this Section 8.05(b), the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective Term Commitments at such time plus (iv) their respective Unused U.S. Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by any Defaulting Lender at any time, such Lender Party’s Commitment with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of such Defaulted Advance. The failure of any Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for delays, errors, or omissions resulting from the failure malfunction of equipment in connection with any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share Letter of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan DocumentsCredit.

Each U. S. Revolving Credit Lender severally agrees to indemnify the Issuing Bank (to the extent not promptly reimbursed by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Issuing Bank’s gross negligence or willful misconduct. Without limitation of the foregoing, each such Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes of this Section 8.05(b), the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective New Term B Commitments and Term C Commitments at such time plus (iv) their respective Unused U.S. Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by any Defaulting Lender at any time, such Lender Party’s Commitment with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of such Defaulted Advance. The failure of any Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.Section

Each U. S. Revolving Credit Lender severally Borrower hereby agrees to indemnify indemnify, save, defend, and hold the Issuing Bank (to the extent not promptly reimbursed Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or Group arising out of the Loan Documents or in connection with any action taken or omitted by the Issuing Bank under the Loan DocumentsLetter of Credit; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender Party or any other member of the Lender Group as determined by a final judgment of a court of competent jurisdiction. Each U.S. Borrower agrees to be bound by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C issued by Issuing Lender to or for such U.S. Borrower's account, even though this interpretation may be different from such U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any portion error, negligence, or mistake, whether of such liabilitiesomission or commission, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses in following U.S. Borrowers' instructions or disbursements resulting from those contained in the Issuing Bank’s gross negligence or willful misconduct. Without limitation of the foregoing, each such Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes of this Section 8.05(b), the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective Term Commitments at such time plus (iv) their respective Unused U.S. Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C undertakings may require Issuing Lender to indemnify the Issuing Bank shall be considered Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such Underlying Issuer. Each U.S. Borrower hereby agrees to be owed to indemnify, save, defend, and hold the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by any Defaulting Lender at any time, such Lender Party’s Commitment Group harmless with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of such Defaulted Advance. The failure of any Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Parties to the Issuing Bank as provided herein shall not relieve Group under any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.L/C Undertaking as

Each U. S. Revolving Credit Lender severally Borrower (herein, the "Waiving Borrower") hereby agrees to indemnify that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the Issuing Bank (prior payment, in full and in cash, of all Obligations. Any amount paid to the extent not promptly reimbursed by Waiving Borrower on account of any payment made hereunder prior to the Borrowers) from payment in full of all Obligations shall be held in trust for the benefit of any Lender and against such holder of a Note and shall immediately be paid to such Lender Party’s ratable share (determined as provided below) and such holder of any a Note and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted credited and applied against the Issuing Bank Obligations of Waiving Borrower and the other Credit Parties, whether matured or unmatured, in any way relating to or arising out accordance with the terms of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documentsthis Agreement; provided, however, that no if (1) Waiving Borrower has made payment to such Lender Party shall be liable for and such holder of a Note of all or any portion part of the Obligations of any other Obligor, and (2) all Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and each holder of a Note agrees that, at Waiving Borrower's request, such Lender and the holders of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses Notes will execute and deliver to Waiving Borrower appropriate documents (without recourse and without representation or disbursements warranty) necessary to evidence the transfer by subrogation to Waiving Borrower of an interest in the Obligations of each other Credit Party resulting from the Issuing Bank’s gross negligence or willful misconductsuch payment by Waiving Borrower. Without limitation In furtherance of the foregoing, each such Lender for so long as any Obligations or Commitments remain outstanding, Waiving Borrower shall refrain from taking any action or commencing any proceeding against any other Credit Party agrees (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to reimburse recover any amounts in respect of payments made under this Agreement or the Issuing Bank promptly upon demand for its ratable share other Credit Documents in respect of Obligations of any costs other Credit Party to any Lender or any holder of a Note. Each U.S. Borrower acknowledges that it will receive direct and expenses (including, without limitation, reasonable fees indirect benefits from the financing arrangements contemplated by this Agreement and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes provisions of this Section 8.05(b), the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according are knowingly agreed to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective Term Commitments at such time plus (iv) their respective Unused U.S. Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by any Defaulting Lender at any time, such Lender Party’s Commitment with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount contemplation of such Defaulted Advance. The failure of any Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documentsbenefits.

Each U. S. Revolving Credit Lender severally agrees to indemnify the Issuing Bank (shall deliver to the extent not Borrower and the Administrative Agent two originals of IRS Forms W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from U.S. federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) promptly reimbursed after the occurrence of a change in the U.S. Lender’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the BorrowersBorrower or the Administrative Agent. (i) from and against If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender Party’s ratable share or such Agent were to fail to comply with the applicable reporting requirements of FATCA (determined as provided belowincluding those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender or such Agent shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Requirement of Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Requirement of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (j) The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of the Loans and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of other amounts payable under any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Issuing Bank’s gross negligence or willful misconduct. Without limitation of the foregoing, each such Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the BorrowersDocument. For purposes of this Section 8.05(b)2.17, the Lender Parties’ respective ratable shares of term “Lender” includes any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective Term Commitments at such time plus (iv) their respective Unused U.S. Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Issuing Bank and of Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by any Defaulting Lender at any time, such Lender Party’s Commitment with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of such Defaulted Advance. The failure of any Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan DocumentsSwingline Lender.

Each U. S. Revolving Credit Lender severally agrees that is to indemnify make a Bid Advance as part of a Bid Borrowing shall, before 1:00 P.M. (New York City time) on the Issuing Bank (date of such Bid Borrowing specified in the Notice of Bid Borrowing relating thereto, make available for the account of its Applicable Lending Office to the extent not promptly reimbursed Administrative Agent at such account maintained at the Payment Office for Dollars as shall have been notified by the Borrowers) from Administrative Agent to the U.S. Lenders prior thereto and against in same day funds, such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any U.S. Lender's portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Issuing Bank’s gross negligence or willful misconductBid Borrowing. Without limitation Upon fulfillment of the foregoing, each such Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs applicable conditions set forth in Article III and expenses (including, without limitation, reasonable fees and expenses of counsel) payable after receipt by the Borrowers under Section 9.04Administrative Agent of such funds, the Administrative Agent will make such funds available to the extent that Domestic Borrower at the Issuing Bank is not promptly reimbursed for such costs and expenses by aforesaid applicable Payment Office. Promptly after each Bid Borrowing the Borrowers. For purposes of this Section 8.05(b), the Administrative Agent will notify each U.S. Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective Term Commitments at such time plus (iv) their respective Unused U.S. Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by any Defaulting Lender at any time, such Lender Party’s Commitment with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of the Bid Borrowing, the consequent Bid Reduction and the dates upon which such Defaulted AdvanceBid Reduction commenced and will terminate. The failure Domestic Borrower shall indemnify each U.S. Lender 24 Amended and Restated Credit Agreement (Long Term) which is to make a Bid Advance (as a result of the acceptance by the Domestic Borrower of one or more offers by such U.S. Lender) as part of a Bid Borrowing against any loss, cost or expense incurred by such U.S. Lender by reason of the liquidation or reemployment of deposits or other funds acquired by such U.S. Lender to fund the Bid Advance to be made by such U.S. Lender as part of such Bid Borrowing or by reason of the termination of hedging or other similar arrangements, in each case when such Bid Advance is not made on such date (other than by reason of a breach of a U.S. Lender's obligations hereunder), including without limitation, as a result of any Lender Party failure to reimburse fulfill on or before the Issuing Bank promptly upon demand for its ratable share date specified in such notice of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse the Issuing Bank Bid Borrowing for such other Lender Party’s ratable share of such amount. Without prejudice to Bid Borrowing the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained applicable conditions set forth in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan DocumentsArticle III.

Each U. S. Revolving Credit Lender severally Borrower hereby agrees to indemnify indemnify, save, defend, and hold the Issuing Bank (to the extent not promptly reimbursed Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or Group arising out of the Loan Documents or in connection with any action taken or omitted by the Issuing Bank under the Loan DocumentsLetter of Credit; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender Party or any other member of the Lender Group. Each U.S. Borrower agrees to be bound by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C issued by Issuing Lender to or for such U.S. Borrower's account, even though this interpretation may be different from such U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any portion error, negligence, or mistake, whether of omission or commission, in following U.S. Borrowers' instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such liabilitiesUnderlying Issuer. Each U.S. Borrower hereby agrees to indemnify, obligationssave, lossesdefend, damagesand hold the Lender Group harmless with respect to any loss, penaltiescost, actionsexpense (including reasonable attorneys fees), judgmentsor liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group's indemnification of any Underlying Issuer; provided, suitshowever, coststhat no U.S. Borrower shall be obligated hereunder to indemnify for any loss, expenses cost, expense, or disbursements resulting from liability to the Issuing Bank’s extent that it is caused by the gross negligence or willful misconduct. Without limitation misconduct of the foregoing, each such Issuing Lender Party or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees to reimburse that neither the Lender Group nor the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes of this Section 8.05(b), the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective Term Commitments at such time plus (iv) their respective Unused U.S. Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by any Defaulting Lender at any time, such Lender Party’s Commitment with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of such Defaulted Advance. The failure of any Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for delays, errors, or omissions resulting from the failure malfunction of equipment in connection with any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share Letter of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan DocumentsCredit.

Each U. S. Revolving Credit Lender severally agrees to indemnify the Issuing Bank (to the extent not promptly reimbursed by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Issuing Bank’s gross negligence or willful misconduct. Without limitation of the foregoing, each such Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes of this Section 8.05(b), the Lender PartiesU.S. Revolving Credit Lenders’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Existing U.S. Letter of Credit Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective Term Commitments at such time plus (iv) their respective Unused U.S. Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by any Defaulting Lender at any time, such Lender Party’s Commitment with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of such Defaulted AdvanceLenders. The failure of any such Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each such Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.