Common use of Indemnification by Borrowers Clause in Contracts

Indemnification by Borrowers. Each Borrower hereby agrees to indemnify each Lender Party and each officer, director, employee and agent thereof (herein individually each called an “Indemnitee” and collectively called the “Indemnitees”) from and against any and all losses, claims, damages, reasonable expenses (including, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”) incurred by an Indemnitee (a) in connection with or arising out of the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the use of the proceeds of any Advance or Letter of Credit hereunder or (b) in connection with or arising out of any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any Subsidiary or any claim that any Environmental Law has been breached with respect to any activity or property of the Company or any Subsidiary except for any portion of such losses, claims, damages, expenses or liabilities incurred solely as a result of the gross negligence or willful misconduct of the applicable Indemnitee. If and to the extent that the foregoing indemnity may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section shall survive any termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be obligated to indemnify any Indemnitee in respect of any Indemnified Liabilities arising as a result of the Issuing Bank’s failure to pay any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. This Section 9.6 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnification by Borrowers. Each Borrower hereby agrees to Borrowers shall indemnify each Lender Party the Facility Agent and each officerLender, directorwithin ten (10) days after written demand therefor, employee for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) paid by the Facility Agent or such Lender, as the case may be, and agent thereof (herein individually each called an “Indemnitee” any penalties, interest and collectively called the “Indemnitees”) from and against any and all losses, claims, damages, reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate identifying in reasonable detail the amount and nature of such payment or liability (includingincluding such other evidence thereof as has been received by a Lender or the Facility Agent) delivered to a Borrower by a Lender (with a copy to the Facility Agent), without limitationor by the Facility Agent on its own behalf or on behalf of a Lender, reasonable attorneys’ fees) and liabilities (all shall be conclusive absent manifest error. If Taxes were not correctly or legally asserted, the Facility Agent or such Lender shall, at the expense of the foregoing being herein called Borrowers, provide such documents to the “Indemnified Liabilities”) incurred by an Indemnitee Administrative Borrower in form and substance satisfactory to the Facility Agent, as the Administrative Borrower may reasonably request, to enable the applicable Borrower to contest such Taxes pursuant to appropriate proceedings then available to such Borrower (a) so long as providing such documents shall not, in connection with or arising out the good faith determination of the execution Facility Agent or delivery the Lender, have a reasonable likelihood of this Agreement resulting in any liability of the Facility Agent or any agreement or instrument contemplated hereby, the performance such Lender and doing so is otherwise permitted under applicable law as determined by the parties hereto of their respective obligations hereunder Facility Agent or the use of the proceeds of any Advance or Letter of Credit hereunder or (bsuch Lender). This Section 2.15(c) in connection with or arising out of any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any Subsidiary or any claim that any Environmental Law has been breached with respect to any activity or property of the Company or any Subsidiary except for any portion of such losses, claims, damages, expenses or liabilities incurred solely as a result of the gross negligence or willful misconduct of the applicable Indemnitee. If and to the extent that the foregoing indemnity may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section shall survive any termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be obligated construed to indemnify require the Facility Agent or any Indemnitee in respect of Lender to make available its Tax Returns (or any Indemnified Liabilities arising as a result of other information relating to its taxes that it deems confidential) to the Issuing Bank’s failure to pay Borrowers or any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. This Section 9.6 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimPerson.

Indemnification by Borrowers. Each Borrower hereby agrees to indemnify each Lender Party and each officer, director, employee and agent thereof (herein individually each called an “Indemnitee” and collectively called the “Indemnitees”) from and against any and all losses, claims, damages, reasonable expenses (including, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”) incurred by an Indemnitee (a) in connection with or arising out of the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the use of the proceeds Without duplication of any Advance or Letter of Credit hereunder or (b) in connection with or arising out of any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any Subsidiary or any claim that any Environmental Law has been breached with respect additional amounts paid pursuant to any activity or property of the Company or any Subsidiary except for any portion of such losses, claims, damages, expenses or liabilities incurred solely as a result of the gross negligence or willful misconduct of the applicable Indemnitee. If and to the extent that the foregoing indemnity may be unenforceable for any reasonSection 2.16(a), each Borrower hereby agrees shall indemnify the Administrative Agent, each Lender and each Issuing Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to make amounts payable under this Section) for which such Borrower is responsible pursuant to this Agreement and that were paid by the maximum contribution to Administrative Agent, such Lender or such Issuing Lender, as the payment case may be, and satisfaction of each of any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, provided that if any Borrower determines that any such Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section shall survive any termination of this Agreement. Notwithstanding the foregoingTaxes or Other Taxes were not correctly or legally imposed or asserted, the Borrowers Administrative Agent, the relevant Lender or the relevant Issuing Lender, as applicable, shall allow such Borrower to contest (and shall cooperate in such contest), the imposition of such Tax upon the reasonable request of such Borrower and at such Borrower’s expense; provided, however, that the Administrative Agent, the relevant Lender or the relevant Issuing Lender, as applicable, shall not be obligated required to indemnify participate in any Indemnitee contest that would, in respect its reasonable judgment, expose it to a material commercial disadvantage or require it to disclose any information it considers confidential or proprietary. A certificate as to the amount of any Indemnified Liabilities arising as such payment or liability delivered to the relevant Borrower by a result of Lender or an Issuing Lender, or by the Issuing Bank’s failure to pay any Letter of Credit after the presentation to it Administrative Agent on its own behalf or on behalf of a request strictly complying Lender or an Issuing Lender (together with the terms and conditions of any supporting detail reasonably requested by such Letter of Credit. This Section 9.6 Borrower), shall not apply with respect to Taxes other than any Taxes be conclusive; provided that represent losses, claims, damages, etc. arising from any non-Tax claimsuch amounts are determined on a reasonable basis.

Indemnification by Borrowers. Each Borrower hereby agrees to shall indemnify each Agent, each Lender Party and each officerL/C Issuer, directorwithin 10 days after demand therefor, employee and agent thereof (herein individually each called an “Indemnitee” and collectively called for the “Indemnitees”) from and against any and all losses, claims, damages, reasonable expenses (including, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”) incurred by an Indemnitee (a) in connection with or arising out of the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the use of the proceeds full amount of any Advance Indemnified Taxes or Letter of Credit hereunder Other Taxes (including Indemnified Taxes or (b) in connection with Other Taxes imposed or arising out of any actual or alleged presence or release of Hazardous Substances asserted on or from any property owned attributable to amounts payable under this Section) paid by such Agent, such Lender or operated by such L/C Issuer, as the Company case may be, on or any Subsidiary or any claim that any Environmental Law has been breached with respect to any activity payment by or property on account of any obligation of either Borrower hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the Company or any Subsidiary except for any portion relevant Governmental Authority. A certificate as to the amount of such losses, claims, damages, expenses payment or liabilities incurred solely as a result of the gross negligence or willful misconduct of liability delivered to the applicable Indemnitee. If and Borrower by a Lender or a L/C Issuer (with a copy to the extent that applicable Agent), or by the foregoing indemnity may applicable Agent on its own behalf or on behalf of a Lender or a L/C Issuer, shall be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section shall survive any termination of this Agreementconclusive absent manifest error. Notwithstanding the foregoing, the Borrowers no Borrower shall not be obligated required to indemnify make any Indemnitee in respect of payments or reimburse any Indemnified Liabilities arising as a result of the Issuing Bank’s failure to pay Agent, any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. This Lender or any L/C Issuer under this Section 9.6 shall not apply 3.01 with respect to any Taxes, Other Taxes or other amounts imposed on and paid by such Agent, such Lender or such L/C Issuer more than any nine (9) months before the date in which a request for payment or reimbursement is delivered to such Borrower (except that, if the Taxes that represent lossesor Other Taxes giving rise to such payment or reimbursement is retroactive, claims, damages, etc. arising from any nonthen the nine-Tax claimmonth period referred to above shall be extended to include the period of retroactive effect thereof).

Indemnification by Borrowers. Each Borrower hereby agrees to Borrowers shall indemnify Agent, each Lender Party and each officerIssuing Lender, directorwithin ten (10) days after demand therefor, employee for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, such Lender or Issuing Lender, as the case may be, and agent thereof (herein individually each called an “Indemnitee” any penalties, interest and collectively called the “Indemnitees”) from and against any and all losses, claims, damages, reasonable expenses (includingarising therefrom or with respect thereto, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “whether or not such Indemnified Liabilities”) incurred by an Indemnitee (a) in connection with Taxes or arising out of the execution Other Taxes were correctly or delivery of this Agreement legally imposed or any agreement or instrument contemplated hereby, the performance asserted by the parties hereto relevant Governmental Authority. A certificate as to the amount of their respective obligations hereunder such payment or liability delivered to Borrowers by a Lender or Issuing Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender or Issuing Lender, shall be conclusive absent manifest error. Borrowers shall also indemnify Agent, within ten (10) days after demand therefor, for any amount which a Lender or Issuing Lender for any reason fails to pay indefeasibly to Agent as required by paragraph (G) below; provided that, such Lender or Issuing Lender, as the use of case may be, shall indemnify Borrowers to the proceeds extent of any Advance or Letter of Credit hereunder or payment Borrowers makes to Agent pursuant to this sentence. In addition, Borrowers shall indemnify Agent, each Lender and Issuing Lender, within ten (b10) in connection with or arising out of any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any Subsidiary or any claim that any Environmental Law has been breached with respect to any activity or property of the Company or any Subsidiary except days after demand therefor, for any portion of incremental Taxes that may become payable by such lossesAgent, claims, damages, expenses Lender (or liabilities incurred solely its beneficial owners) or Issuing Lender as a result of the gross negligence or willful misconduct of the applicable Indemnitee. If and to the extent that the foregoing indemnity may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section shall survive any termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be obligated to indemnify any Indemnitee in respect failure of any Indemnified Liabilities arising as a result of the Issuing Bank’s failure Borrower Party to pay any Letter Taxes when due to the appropriate Governmental Authority or to deliver to such Agent, pursuant to clause (D), documentation evidencing the payment of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. This Section 9.6 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTaxes.

Indemnification by Borrowers. Each Borrower hereby agrees to shall indemnify each Agent, each Lender Party and each officerL/C Issuer, directorwithin 10 days after demand therefor, employee and agent thereof (herein individually each called an “Indemnitee” and collectively called for the “Indemnitees”) from and against any and all losses, claims, damages, reasonable expenses (including, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”) incurred by an Indemnitee (a) in connection with or arising out of the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the use of the proceeds full amount of any Advance Indemnified Taxes or Letter of Credit hereunder Other Taxes (including Indemnified Taxes or (b) in connection with Other Taxes imposed or arising out of any actual or alleged presence or release of Hazardous Substances asserted on or from any property owned attributable to amounts payable under this Section) paid by such Agent, such Lender or operated by such L/C Issuer, as the Company case may be, on or any Subsidiary or any claim that any Environmental Law has been breached with respect to any activity payment by or property on account of any obligation of either Borrower hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the Company or any Subsidiary except for any portion relevant Governmental Authority. A certificate as to the amount of such losses, claims, damages, expenses payment or liabilities incurred solely as a result of the gross negligence or willful misconduct of liability delivered to the applicable Indemnitee. If and Borrower by a Lender or a L/C Issuer (with a copy to the extent that applicable Agent), or by the foregoing indemnity may applicable Agent on its own behalf or on behalf of a Lender or a L/C Issuer, shall be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section shall survive any termination of this Agreementconclusive absent manifest error. Notwithstanding the foregoing, the Borrowers no Borrower shall not be obligated required to indemnify make any Indemnitee in respect of payments or reimburse any Indemnified Liabilities arising as a result of the Issuing Bank’s failure to pay Agent, any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. This Lender or any L/C Issuer under this Section 9.6 shall not apply 3.01 with respect to any Taxes, Other Taxes or other amounts imposed on and paid by such Agent, such Lender or such L/C Issuer more than any nine (9) months before the date on which a request for payment or reimbursement is delivered to such Borrower (except that, if the Taxes that represent lossesor Other Taxes giving rise to such payment or reimbursement is retroactive, claims, damages, etc. arising from any nonthen the nine-Tax claimmonth period referred to above shall be extended to include the period of retroactive effect thereof).

Indemnification by Borrowers. Each Borrower Subject to the terms of Section 15.21, the Borrowers hereby agrees agree to indemnify and hold harmless each Lender, the Issuing Lender Party and each officerAgent, directorand their respective directors, employee officers, agents and agent thereof (herein individually each called an “Indemnitee” and collectively called the “Indemnitees”) employees from and against any and all claims and damages, losses, claimsliabilities, damagescosts or expenses which such Lender, reasonable expenses Issuing Lender or Agent may incur (or which may be claimed against such Lender, Issuing Lender or Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or any actual or proposed use of any Letter of Credit, including, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”) incurred by an Indemnitee (a) in connection with or arising out of the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the use of the proceeds of any Advance or Letter of Credit hereunder or (b) in connection with or arising out of any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any Subsidiary or any claim that any Environmental Law has been breached with respect to any activity or property of the Company or any Subsidiary except for any portion of such losses, claims, damages, losses, liabilities, costs or expenses which the Issuing Lender may incur by reason of or liabilities incurred solely as a result in connection with (i) the failure of any other Lender to fulfill or comply with its obligations to the Issuing Lender hereunder (but nothing herein contained shall affect any rights the Borrowers may have against any defaulting Lender) or (ii) by reason of or on account of the gross negligence or willful misconduct Issuing Lender issuing any Letter of Credit which specifies that the term “beneficiary” included therein includes any successor by operation of law of the applicable Indemnitee. If and named beneficiary, but which Letter of Credit does not require that any drawing by any such successor beneficiary be accompanied by a copy of a legal document, satisfactory to the extent Issuing Lender, evidencing the appointment of such successor beneficiary; provided that the foregoing indemnity may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section shall survive any termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be obligated required to indemnify any Indemnitee in respect of Lender, Issuing Lender or Agent for any Indemnified Liabilities arising as a result claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Issuing BankLender in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) the Issuing Lender’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. This Nothing in this Section 9.6 shall not apply with respect 3.8 is intended to Taxes limit the obligations of the Borrowers under any other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimprovision of this Agreement.

Indemnification by Borrowers. Each Borrower hereby agrees to indemnify each Lender Party and each officer, director, employee and agent thereof (herein individually each called an “Indemnitee” and collectively called the “Indemnitees”) from and against any and all losses, claims, damages, reasonable expenses (including, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”) incurred by an Indemnitee (a) in connection with or arising out of the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the use of the proceeds Without duplication of any Advance or Letter of Credit hereunder or (b) obligation in connection with or arising out of any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any Subsidiary or any claim that any Environmental Law has been breached with respect to any activity or property of the Company or any Subsidiary except for any portion of such losses, claims, damages, expenses or liabilities incurred solely as a result of the gross negligence or willful misconduct of the applicable Indemnitee. If and to the extent that the foregoing indemnity may be unenforceable for any reasonthis Section 2.17, each Borrower hereby agrees shall indemnify each Recipient within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to make amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the maximum contribution relevant Governmental Authority; provided that no Borrower shall be required to indemnify or reimburse a Recipient pursuant to this Section for any Indemnified Taxes which were, to the payment knowledge of the Recipient, imposed or asserted more than one hundred and satisfaction of each eighty (180) days prior to the date that the applicable Recipient notifies the Borrower of the Indemnified Liabilities which is permissible under applicable lawTaxes imposed or asserted and of the Recipient’s intention to claim compensation therefor. All obligations provided for in For purposes of this Section 2.17(c), a Recipient shall survive any termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be obligated deemed to indemnify any Indemnitee in respect have knowledge of any written imposition, assessment, or assertion of Indemnified Liabilities arising Taxes received from a Governmental Authority. A certificate as to the amount of such payment or liability delivered to a result of Borrower by a Recipient (with a copy to the Issuing Bank’s failure to pay any Letter of Credit after Administrative Agent), or by the presentation to it Administrative Agent on its own behalf or on behalf of a request strictly complying with the terms and conditions of such Letter of Credit. This Section 9.6 Recipient shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimbe conclusive absent manifest error.

Indemnification by Borrowers. Each Borrower Subject to the terms of Section 15.21, the Borrowers hereby agrees agree to indemnify and hold harmless each Lender, the Issuing Lender Party and each officerAgent, directorand their respective directors, employee officers, agents and agent thereof (herein individually each called an “Indemnitee” and collectively called the “Indemnitees”) employees from and against any and all claims and damages, losses, claimsliabilities, damagescosts or expenses which such Lender, reasonable expenses Issuing Lender or Agent may incur (or which may be claimed against such Lender, Issuing Lender or Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or any actual or proposed use of any Letter of Credit, including, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”) incurred by an Indemnitee (a) in connection with or arising out of the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the use of the proceeds of any Advance or Letter of Credit hereunder or (b) in connection with or arising out of any actual or alleged presence or release of Hazardous Substances on or from any property owned or operated by the Company or any Subsidiary or any claim that any Environmental Law has been breached with respect to any activity or property of the Company or any Subsidiary except for any portion of such losses, claims, damages, losses, liabilities, costs or expenses which the Issuing Lender may incur by reason of or liabilities incurred solely as a result in connection with (i) the failure of any other Lender to fulfill or comply with its obligations to the Issuing Lender hereunder (but nothing herein contained shall affect any rights the Borrowers may have against any defaulting Lender) or (ii) by reason of or on account of the gross negligence or willful misconduct Issuing Lender issuing any Letter of Credit which specifies that the term "beneficiary" included therein includes any successor by operation of law of the applicable Indemnitee. If and named beneficiary, but which Letter of Credit does not require that any drawing by any such successor beneficiary be accompanied by a copy of a legal document, satisfactory to the extent Issuing Lender, evidencing the appointment of such successor beneficiary; provided that the foregoing indemnity may be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section shall survive any termination of this Agreement. Notwithstanding the foregoing, the Borrowers shall not be obligated required to indemnify any Indemnitee in respect of Lender, Issuing Lender or Agent for any Indemnified Liabilities arising as a result claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of the Issuing Bank’s Lender in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (y) the Issuing Lender's failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. This Nothing in this Section 9.6 shall not apply with respect 3.8 is intended to Taxes limit the obligations of the Borrowers under any other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimprovision of this Agreement.

Indemnification by Borrowers. Each Borrower hereby agrees to shall indemnify each Agent, each Lender Party and each officerL/C Issuer, directorwithin 10 days after demand therefor, employee and agent thereof (herein individually each called an “Indemnitee” and collectively called for the “Indemnitees”) from and against any and all losses, claims, damages, reasonable expenses (including, without limitation, reasonable attorneys’ fees) and liabilities (all of the foregoing being herein called the “Indemnified Liabilities”) incurred by an Indemnitee (a) in connection with or arising out of the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the use of the proceeds full amount of any Advance Indemnified Taxes or Letter of Credit hereunder Other Taxes (including Indemnified Taxes or (b) in connection with Other Taxes imposed or arising out of any actual or alleged presence or release of Hazardous Substances asserted on or from any property owned attributable to amounts payable under this Section) paid by such Agent, such Lender or operated by such L/C Issuer, as the Company case may be, on or any Subsidiary or any claim that any Environmental Law has been breached with respect to any activity payment by or property on account of any obligation of a Borrower hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the Company or any Subsidiary except for any portion relevant Governmental Authority. A certificate as to the amount of such losses, claims, damages, expenses payment or liabilities incurred solely as a result of the gross negligence or willful misconduct of liability delivered to the applicable Indemnitee. If and Borrower by a Lender or a L/C Issuer (with a copy to the extent that applicable Agent), or by the foregoing indemnity may applicable Agent on its own behalf or on behalf of a Lender or a L/C Issuer, shall be unenforceable for any reason, each Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section shall survive any termination of this Agreementconclusive absent manifest error. Notwithstanding the foregoing, the Borrowers no Borrower shall not be obligated required to indemnify make any Indemnitee in respect of payments or reimburse any Indemnified Liabilities arising as a result of the Issuing Bank’s failure to pay Agent, any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. This Lender or any L/C Issuer under this Section 9.6 shall not apply 3.01 with respect to any Taxes, Other Taxes or other amounts imposed on and paid by such Agent, such Lender or such L/C Issuer more than any nine (9) months before the date on which a request for payment or reimbursement is delivered to such Borrower (except that, if the Indemnified Taxes that represent lossesor Other Taxes giving rise to such payment or reimbursement is retroactive, claims, damages, etc. arising from any nonthen the nine-Tax claimmonth period referred to above shall be extended to include the period of retroactive effect thereof).