Common use of Each U Clause in Contracts

Each U. S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any 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 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 Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission 63 (except, as to any member of the Lender Group, to the 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. 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 Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any Credit Instrument as a result of the Lender Group's indemnification of any Underlying Issuer or Issuing 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 only that no member of the Lender Group shall be entitled under this section to receive indemnification for that portion, if any, of any liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment.

Each U. S. Borrower hereby Revolving Credit Lender severally agrees to indemnifyindemnify 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, saveobligations, defendlosses, and hold the Lender Group harmless from damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any losskind or nature whatsoever that may be imposed on, cost, expenseincurred by, or liability, and reasonable attorneys fees incurred by asserted against the Lender Group Issuing Bank in any way relating to or arising out of the Loan Documents or in connection with any Credit Instrument. Each U.S. Borrower agrees to be bound action taken or omitted by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C or Bankers' Acceptance issued by Issuing Bank under the Loan Documents; provided, however, that no 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 Lender Group Party shall not be liable for any errorportion of such liabilities, negligenceobligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or mistake, whether of omission or commission 63 (except, as to any member of disbursements resulting from the Lender Group, to the extent caused by its 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), in following the U.S. Borrowers' instructions or those contained in Revolving Credit Lenders’ respective ratable shares of any amount shall be determined, at any time, according to the aggregate principal amount of the Existing U.S. Letter of Credit Instrument or Advances outstanding at such time and owing to the respective U.S. Revolving Credit Lenders. The failure of any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that such Lender Party to reimburse the L/C Undertakings may require Issuing Lender Bank promptly upon demand for its ratable share of any amount required to indemnify the 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 indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred be paid by the Lender Group under Parties to the Issuing Bank as provided herein shall not relieve any Credit Instrument as a result other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Group's indemnification Party shall be responsible for the failure of any Underlying Issuer or other Lender Party to reimburse the Issuing LenderBank for such other Lender Party’s ratable share of such amount. 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 only that no member of Without prejudice to the Lender Group shall be entitled under this section to receive indemnification for that portion, if any, survival of any liabilities other agreement of any Lender Party hereunder, the agreement and costs which is proximately caused by its own individual gross negligence or willful misconductobligations of each such Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, as determined in a final judgmentinterest and all other amounts payable hereunder and under the other Loan Documents.

Each U. S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Credit InstrumentLetter 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 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 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 U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission 63 (except, as to any member of the Lender Group, to the extent caused by its gross negligence or willful misconduct)commission, in following U.S. Borrowers' instructions or those contained in any the Letter of Credit Instrument or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings 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 Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any Credit Instrument as a result of the Lender Group's indemnification of any Underlying Issuer or Issuing 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 only that no member of the Lender Group shall be entitled under this section to receive indemnification for that portion, if any, of any liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment.L/C Undertaking as

Each U. S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Credit InstrumentLetter 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 or any other member of the Lender Group. Each U.S. Borrower agrees to be bound by the Underlying Issuer's ’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's ’s interpretations of any L/C or Bankers' Acceptance issued by Issuing Lender to or for such U.S. Borrower's ’s account, even though this interpretation may be different from such U.S. Borrower's ’s own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission 63 (except, as to any member of the Lender Group, to the extent caused by its gross negligence or willful misconduct)commission, in following U.S. Borrowers' ’ instructions or those contained in any the Letter of Credit Instrument 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 Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any Credit Instrument L/C Undertaking as a result of the Lender Group's ’s indemnification of any Underlying Issuer or Issuing Lender. THE FOREGOING INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWEDIssuer; provided, IN WHOLE OR IN PARThowever, 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 only 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 or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be entitled under this section to receive indemnification responsible for that portiondelays, if anyerrors, or omissions resulting from the malfunction of equipment in connection with any liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgmentLetter of Credit.

Each U. S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Credit InstrumentLetter 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 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 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 U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission 63 (except, as to any member of the Lender Group, to the extent caused by its gross negligence or willful misconduct)commission, in following U.S. Borrowers' instructions or those contained in any the Letter of Credit Instrument 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 Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any Credit Instrument L/C Undertaking as a result of the Lender Group's indemnification of any Underlying Issuer or Issuing Lender. THE FOREGOING INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWEDIssuer; provided, IN WHOLE OR IN PARThowever, 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 only 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 or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be entitled under this section to receive indemnification responsible for that portiondelays, if anyerrors, or omissions resulting from the malfunction of equipment in connection with any liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgmentLetter of Credit.

Each U. S. Borrower hereby Revolving Credit Lender severally agrees to indemnifyindemnify 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, saveobligations, defendlosses, and hold the Lender Group harmless from damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any losskind or nature whatsoever that may be imposed on, cost, expenseincurred by, or liability, and reasonable attorneys fees incurred by asserted against the Lender Group Issuing Bank in any way relating to or arising out of the Loan Documents or in connection with any Credit Instrument. Each U.S. Borrower agrees to be bound action taken or omitted by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C or Bankers' Acceptance issued by Issuing Bank under the Loan Documents; provided, however, that no 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 Lender Group Party shall not be liable for any errorportion of such liabilities, negligenceobligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or mistake, whether of omission or commission 63 (except, as to any member of disbursements resulting from the Lender Group, to the extent caused by its 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), in following 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. Borrowers' instructions or those contained in any Revolving Credit Instrument or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the L/C Undertakings may require 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 to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against at any time, such Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless 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 loss, cost, expense (including reasonable attorneys fees), or liability incurred Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Group under Parties to the Issuing Bank as provided herein shall not relieve any Credit Instrument as a result other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Group's indemnification Party shall be responsible for the failure of any Underlying Issuer or other Lender Party to reimburse the Issuing LenderBank for such other Lender Party’s ratable share of such amount. 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 only that no member of Without prejudice to the Lender Group shall be entitled under this section to receive indemnification for that portion, if any, survival of any liabilities other agreement of any Lender Party hereunder, the agreement and costs which is proximately caused by its own individual gross negligence or willful misconductobligations of each Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, as determined in a final judgmentinterest and all other amounts payable hereunder and under the other Loan Documents.

Each U. S. Borrower hereby Revolving Credit Lender severally agrees to indemnifyindemnify 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, saveobligations, defendlosses, and hold the Lender Group harmless from damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any losskind or nature whatsoever that may be imposed on, cost, expenseincurred by, or liability, and reasonable attorneys fees incurred by asserted against the Lender Group Issuing Bank in any way relating to or arising out of the Loan Documents or in connection with any Credit Instrument. Each U.S. Borrower agrees to be bound action taken or omitted by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C or Bankers' Acceptance issued by Issuing Bank under the Loan Documents; provided, however, that no 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 Lender Group Party shall not be liable for any errorportion of such liabilities, negligenceobligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or mistake, whether of omission or commission 63 (except, as to any member of disbursements resulting from the Lender Group, to the extent caused by its 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), in following 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. Borrowers' instructions or those contained in any Revolving Credit Instrument or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the L/C Undertakings may require 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 to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against at any time, such Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless 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 loss, cost, expense (including reasonable attorneys fees), or liability incurred Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Group under Parties to the Issuing Bank as provided herein shall not relieve any Credit Instrument as a result other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Group's indemnification Party shall be responsible for the failure of any Underlying Issuer or other Lender Party to reimburse the Issuing LenderBank for such other Lender Party’s ratable share of such amount. 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 only that no member of Without prejudice to the Lender Group shall be entitled under this section to receive indemnification for that portion, if any, survival of any liabilities other agreement of any Lender Party hereunder, the agreement and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined obligations of each Lender Party contained in a final judgment.this Section