Common use of Indemnification by U.S. Lenders Clause in Contracts

Indemnification by U.S. Lenders. To the extent not reimbursed by the applicable U.S. Borrowers and without limiting the obligations of the applicable U.S. Borrowers hereunder, the U.S. Lenders agree to indemnify the applicable U.S. 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 U.S. Letter of Credit Issuer in any way relating to or arising out of any U.S. Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such U.S. Letter of Credit Issuer under any U.S. Letter of Credit or any Loan Document in connection therewith; provided that no U.S. 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 U.S. Lender agrees to reimburse the applicable U.S. Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the applicable U.S. Borrowers to such U.S. Letter of Credit Issuer, to the extent that such U.S. Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the applicable U.S. Borrowers. The agreement contained in this Section shall survive payment in full of all other Obligations.

Indemnification by U.S. Lenders. To the extent not reimbursed by the applicable U.S. Borrowers and without limiting the obligations of the applicable U.S. Borrowers hereunder, the U.S. Lenders agree to indemnify the applicable U.S. 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 U.S. Letter of Credit Issuer in any way relating to or arising out of any U.S. Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such U.S. Letter of Credit Issuer under any U.S. Letter of Credit or any Loan Document in connection therewith; provided that no U.S. 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 U.S. Lender agrees to reimburse the applicable U.S. Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the applicable U.S. Borrowers to such U.S. Letter of Credit Issuer, to the extent that such U.S. Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the applicable U.S. Borrowers. The agreement contained in this Section shall survive payment in full of all other Obligations.

Indemnification by U.S. Lenders. To the extent not reimbursed by the applicable U.S. US Borrowers and without limiting the obligations of the applicable U.S. Borrowers any US Borrower hereunder, the U.S. US Lenders agree to indemnify the each applicable U.S. 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 U.S. the Letter of Credit Issuer in any way relating to or arising out of any U.S. Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such U.S. the Letter of Credit Issuer under any U.S. Letter of Credit or any Loan Document in connection therewith; provided that no U.S. US 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 U.S. US Lender agrees to reimburse the applicable U.S. Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by the applicable U.S. US Borrowers to such U.S. the Letter of Credit Issuer, to the extent that such U.S. the Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the applicable U.S. US Borrowers. The agreement contained in this Section shall survive payment in full of all other Obligations.

Indemnification by U.S. Lenders. To the extent not reimbursed by the applicable U.S. Borrowers and without limiting the obligations of the applicable U.S. Borrowers hereunder, the U.S. Lenders agree to indemnify the applicable U.S. 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 U.S. Letter of Credit Issuer in any way relating to or arising out of any U.S. Letter of Credit or the transactions contemplated thereby or any action taken or omitted by such the U.S. Letter of Credit Issuer under any U.S. Letter of Credit issued by the U.S. Letter of Credit Issuer or any Loan Document in connection therewith; provided provided, that no U.S. 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 indemnifiedindemnified as determined in a formal non-appealable judgment of a court of competent jurisdiction. Without limitation of the foregoing, each U.S. Lender agrees to reimburse the applicable U.S. Letter of Credit Issuer promptly upon demand for its Pro Rata Share of any costs or expenses payable by any of the applicable U.S. Borrowers to such the U.S. 117 Letter of Credit Issuer, to the extent that such the U.S. Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by the applicable such U.S. BorrowersBorrower. The agreement contained in this Section shall survive payment in full of all other Obligations.