Common use of Indemnification by Canadian Lenders Clause in Contracts

Indemnification by Canadian Lenders. To the extent not reimbursed by the Canadian Borrower and without limiting the obligations of the Canadian Borrower hereunder, the Canadian Lenders agree to indemnify the applicable Canadian Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such Canadian Letter of Credit Issuer in any way relating to or arising out of any Canadian Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such Canadian Letter of Credit Issuer under any Canadian Letter of Credit or any Loan Document in connection therewith; provided that no Canadian Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Canadian Lender agrees to reimburse the applicable Canadian Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Canadian Borrower to such Canadian Letter of Credit Issuer, to the extent that such Canadian Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the Canadian Borrower. The agreement contained in this Section shall survive payment in full of all other Obligations.

Indemnification by Canadian Lenders. To the extent not reimbursed by the Canadian Borrower and without limiting the obligations of the Canadian Borrower hereunder, the Canadian Lenders agree to indemnify the applicable Canadian Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ ' fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such the Canadian Letter of Credit Issuer in any way relating to or arising out of any Canadian Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such the Canadian Letter of Credit Issuer under any Canadian Letter of Credit issued by the Canadian Letter of Credit Issuer or any Loan Document in connection therewith; provided that no Canadian Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Canadian Lender agrees to reimburse the applicable Canadian Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Canadian Borrower to such the Canadian Letter of Credit Issuer, to the extent that such the Canadian Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the Canadian Borrower. The agreement contained in this Section shall survive payment in full of all other Obligations.

Indemnification by Canadian Lenders. To the extent not reimbursed by the Canadian Borrower and without limiting the obligations of the Canadian Borrower hereunder, the Canadian Lenders agree to indemnify the applicable Canadian Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against such the Canadian Letter of Credit Issuer in any way relating to or arising out of any Canadian Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such the Canadian Letter of Credit Issuer under any Canadian Letter of Credit issued by the Canadian Letter of Credit Issuer or any Loan Document in connection therewith; provided that no Canadian Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful wilful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Canadian Lender agrees to reimburse the applicable Canadian Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the Canadian Borrower to such the Canadian Letter of Credit Issuer, to the extent that such the Canadian Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the Canadian Borrower. The agreement contained in this Section shall survive payment in full of all other Obligations.