Common use of Indemnification; Increased Costs Clause in Contracts

Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the Borrower agrees to indemnify such Lender on demand for any and all additional costs, expenses, or damages incurred by such Lender, directly or indirectly, arising out of such ineligibility, including, without limitation, any costs of maintaining reserves in respect of such Draft, any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draft. A certificate as to such additional amounts submitted to the Borrower by any Lender shall be final, conclusive, and binding, absent manifest error. If at any time after the date hereof the introduction of or any change in applicable law, rule, or regulation or in the interpretation or the administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender with any requests directed by any such Governmental Authority (whether or not having the force of law) shall, with respect to any Draft subject such Lender to any Tax or impose, modify, or deem applicable any reserve, special deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by the Lender or shall impose on the Lender any other conditions affecting Drafts and the result of any of the foregoing is to increase the cost to the Lender of accepting, discounting, rediscounting or holding Drafts or to reduce the amount of any sum received or receivable by the Lender hereunder with respect to the Drafts, then, upon demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. A certificate submitted to the Borrower by the Lender setting forth the basis for the determination of such additional amount or amounts necessary to compensate the Lender as aforesaid, shall be conclusive evidence of the amounts due hereunder, absent manifest error. The Borrower agrees to indemnify and hold the Agent and Lenders harmless from and against any and all (a) Taxes and other fees payable in connection with Drafts or the provisions of this Agreement relating to the acceptance and discounting of drafts, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's fees, (i) suffered or incurred by the Agent or any Lender by reason of any Lender's having accepted, discounted or rediscounted Drafts, or (ii) suffered or incurred by the Agent or any Lender in connection with the Agent's or Lender's exercising or preserving any of its rights hereunder, or (iii) otherwise arising out of or relating to this Article 3 or any Drafts; provided, however, said indemnification shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, or expense arises out of or is based solely upon the willful misconduct or gross negligence of the party seeking indemnity hereunder. Any Lender requesting any indemnity or other payment from the Borrower under this Section 3.4 shall simultaneously provide a copy of such request to Agent.

Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the The Borrower agrees to indemnify such Lender Seafirst and the Seafirst Affiliates on demand for any and all additional costs, expenses, or damages incurred by such LenderSeafirst or any Seafirst Affiliate, directly or indirectly, arising out of such ineligibilitythe issuance of any Letter of Credit, including, without limitation, any costs of maintaining reserves in respect of such Draft, thereof and any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draftconnection therewith. A certificate as to such additional amounts submitted to the Borrower by any Lender Seafirst shall be final, conclusive, and binding, absent manifest error. If at any time after the date hereof the introduction of or any change in applicable law, rule, or regulation or in the interpretation or the administration thereof by any Governmental Government Authority charged with the interpretation or administration thereof, or compliance by Seafirst or any Lender Seafirst Affiliate with any requests directed by any such Governmental Government Authority (whether or not having the force of law) shall, with respect to any Draft Letter of Credit subject such Lender Seafirst or any Seafirst Affiliate to any Tax or impose, modify, or deem applicable any reserve, special deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by the Lender Seafirst or any Seafirst Affiliate or shall impose on the Lender Seafirst or any Seafirst Affiliate any other conditions affecting Drafts the Letters of Credit and the result of any of the foregoing is to increase the cost to the Lender Seafirst or any Seafirst Affiliate of accepting, discounting, rediscounting or holding Drafts issuing a Letter of Credit or to reduce the amount of any sum received or receivable by the Lender Seafirst or any Seafirst Affiliate hereunder with respect to the DraftsLetters of Credit, then, upon demand by such LenderSeafirst, the Borrower shall pay to such Lender Seafirst such additional amount or amounts as will compensate the Lender Seafirst or such Seafirst Affiliate for such increased cost or reduction. A certificate submitted to the Borrower by the Lender Seafirst setting forth the basis for the determination of such additional amount or amounts necessary to compensate the Lender as aforesaid, shall be conclusive evidence of the amounts due hereunderfinal, conclusive, and binding, absent manifest error. The Borrower agrees to indemnify and hold the Agent Seafirst and Lenders each Seafirst Affiliate (an "Indemnitee") harmless from and against any and all (a) Taxes and other fees payable in connection with Drafts Letters of Credit or the provisions of this Agreement relating to the acceptance and discounting of draftsthereto, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's fees, (i) suffered or incurred by the Agent or any Lender by reason of any Lender's having accepted, discounted or rediscounted Drafts, or (ii) suffered or incurred by the Agent or any Lender in connection with the Agent's or Lender's exercising or preserving any of its rights hereunder, or (iii) Indemnitee otherwise arising out of or relating to this Article 3 4, or any DraftsLetter of Credit; provided, however, said indemnification shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, or expense arises solely out of or is based solely upon the Indemnitee's willful misconduct or gross negligence of the party seeking indemnity hereunder. Any Lender requesting any indemnity or other payment from the Borrower under this Section 3.4 shall simultaneously provide a copy of such request to Agentnegligence.

Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the Borrower agrees to indemnify such Agent and any Lender on demand for any and all additional costs, expenses, or damages incurred by such Agent or Lender, directly or indirectly, arising out of such ineligibilitythe issuance of any Letter of Credit or the purchase of any Letter of Credit Risk Participation, including, without limitation, any costs of maintaining reserves in respect of such Draft, thereof and any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draftconnection therewith. A certificate as to such additional amounts submitted to the Borrower by any Agent or such Lender shall be final, conclusive, and binding, absent manifest error. If at any time after the date hereof the introduction of or any change in applicable law, rule, or regulation or in the interpretation or the administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Agent or Lender with any requests directed by any such Governmental Authority (whether or not having the force of law) shall, with respect to any Draft Letter of Credit or Letter of Credit Risk Participation subject Agent or such Lender to any Tax or impose, modify, or deem applicable any reserve, special deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by the Agent or such Lender or shall impose on the Agent or such Lender any other conditions affecting Drafts the Letters of Credit or Letter of Credit Risk Participations and the result of any of the foregoing is to increase the cost to the Agent or such Lender of accepting, discounting, rediscounting issuing a Letter of Credit or holding Drafts a Letter of Credit Risk Participation or to reduce the amount of any sum received or receivable by the Agent or such Lender hereunder with respect to the DraftsLetters of Credit or Letter of Credit Risk Participations, then, upon demand by Agent or such Lender, the Borrower shall pay to Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such increased cost or reduction. A certificate submitted to the Borrower by the Agent or such Lender setting forth the basis for the determination of such additional amount or amounts necessary to compensate the Lender as aforesaid, shall be conclusive evidence of the amounts due hereunderfinal, conclusive, and binding, absent manifest error. The Borrower agrees to indemnify and hold the Agent and Lenders each Lender (an "Indemnitee") harmless from and against any and all (a) Taxes (exclusive of Taxes measured by net income and gross receipts) and other fees payable in connection with Drafts Letters of Credit, Letter of Credit Risk Participations or the provisions of this Agreement relating to the acceptance and discounting of draftsthereto, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's fees, (i) suffered or incurred by the Agent or any Lender by reason of any Lender's having accepted, discounted or rediscounted Drafts, or (ii) suffered or incurred by the Agent or any Lender in connection with the Agent's or Lender's exercising or preserving any of its rights hereunder, or (iii) Indemnitee otherwise arising out of or relating to this Article 3 3, any Letter of Credit, or any DraftsLetter of Credit Risk Participations; provided, however, said indemnification shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, or expense arises out of or is based solely upon the Indemnitee's willful misconduct or gross negligence of the party seeking indemnity hereunder. Any Lender requesting any indemnity or other payment from the Borrower under this Section 3.4 shall simultaneously provide a copy of such request to Agentnegligence.

Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the Borrower agrees to shall indemnify such Lender on demand for any and all additional costs, expenses, or damages incurred by such Lender, directly or indirectly, arising out of such ineligibility, the issuance of any Letter of Credit including, without limitation, any costs of maintaining reserves in respect of such Draft, thereof and any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draftconnection therewith. A certificate as to such additional amounts submitted to the Borrower by any Lender shall be final, conclusive, and binding, absent a showing by Borrower of manifest error. If at any time after the date hereof the introduction of or any change in applicable law, rule, or regulation or in the interpretation or the administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender with any requests directed by any such Governmental Authority (whether or not having the force of law) shall, with respect to any Draft Letter of Credit subject such Lender to any Tax (other than a Tax imposed on the net income or gross revenue of Lender), duty or other charge or impose, modify, or deem applicable any reserve, special deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by the Lender or shall impose on the Lender any other conditions affecting Drafts the Letters of Credit and the result of any of the foregoing is to increase the cost to the Lender of accepting, discounting, rediscounting or holding Drafts issuing a Letter of Credit or to reduce the amount of any sum received or receivable by the Lender hereunder with respect to the DraftsLetters of Credit, then, upon demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. A certificate submitted to the Borrower by the Lender setting forth the basis for the determination of such additional amount or amounts necessary to compensate the Lender as aforesaid, shall be conclusive evidence binding absent a showing by Borrower of the amounts due hereunder, absent manifest error. The Borrower agrees to shall indemnify and hold the Agent and Lenders Lender harmless from and against (a) any and all Taxes (aother than Taxes imposed on the net income or gross revenue of Lender) Taxes and other fees payable in connection with Drafts Letters of Credit or the provisions of this Agreement relating to the acceptance and discounting of draftsthereto, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's fees, (i) suffered or incurred by the Agent or any Lender by reason of any Lender's having accepted, discounted or rediscounted Drafts, or (ii) suffered or incurred by the Agent or any Lender in connection with the Agent's or Lender's exercising or preserving any of its rights hereunder, or (iii) otherwise arising out of or relating to this Article 3 Section 2.11, or any DraftsLetter of Credit; provided, however, said indemnification shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, or expense arises out of or is based solely upon the willful misconduct or Lender's gross negligence of the party seeking indemnity hereunder. Any Lender requesting any indemnity or other payment from the Borrower under this Section 3.4 shall simultaneously provide a copy of such request to Agentwillful misconduct.

Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the Borrower agrees to indemnify such Agent and any Lender on demand for any and all additional costs, expenses, or damages incurred by such Agent or Lender, directly or indirectly, arising out of such ineligibilitythe issuance, extension or renewal of any Letter of Credit or the purchase of any Letter of Credit Risk Participation, including, without limitation, any costs of maintaining reserves in respect of such Draft, thereof and any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draftconnection therewith. A certificate as to such additional amounts submitted to the Borrower by any Agent or such Lender shall be final, conclusive, and binding, absent manifest errorprima facie evidence of the amounts due hereunder. If at any time after the date hereof the introduction of or any change in applicable law, rule, or regulation or in the interpretation or the administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Agent or Lender with any requests directed by any such Governmental Authority (whether or not having the force of law) shall, with respect to any Draft Letter of Credit or Letter of Credit Risk Participation subject Agent or such Lender to any Tax or impose, modify, or deem applicable any reserve, special deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by the Agent or such Lender or shall impose on the Agent or such Lender any other conditions affecting Drafts the Letters of Credit or Letter of Credit Risk Participations and the result of any of the foregoing is to increase the cost to the Agent or such Lender of accepting, discounting, rediscounting issuing a Letter of Credit or holding Drafts a Letter of Credit Risk Participation or to reduce the amount of any sum received or receivable by the Agent or such Lender hereunder with respect to the DraftsLetters of Credit or Letter of Credit Risk Participations, then, upon demand by Agent or such Lender, the Borrower shall pay to Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such increased cost or reduction. A certificate submitted The written statement of any Lender as to the Borrower by the Lender setting forth the basis for the determination of such additional amount or amounts necessary payable pursuant to compensate the Lender as aforesaid, this Section 3.3 shall be conclusive prima facie evidence of the amounts due hereunderhereunder provided, absent manifest errorhowever, that the Borrower shall not be liable for any such amount attributable to any period prior to the date one hundred eighty (180) days prior to the date that any officer at such Lender knew or reasonably should have known of such claim for reimbursement or compensation. The Borrower agrees to indemnify and hold the Agent and Lenders each Lender (an "Indemnitee") harmless from and against any and all (a) Taxes and other fees payable in connection with Drafts Letters of Credit, Letter of Credit Risk Participations or the provisions of this Agreement relating to the acceptance and discounting of draftsthereto, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's attorneys' fees, (i) suffered or incurred by the Agent or any Lender by reason of any Lender's having accepted, discounted or rediscounted Drafts, or (ii) suffered or incurred by the Agent or any Lender in connection with the Agent's or Lender's exercising or preserving any of its rights hereunder, or (iii) Indemnitee otherwise arising out of or relating to this Article 3 3, any Letter of Credit, or any DraftsLetter of Credit Risk Participation; provided, however, said any indemnification under this Section 3.3 shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, or expense arises out of or is based solely upon the Indemnitee's willful misconduct or gross negligence of the party seeking indemnity hereunder. Any Lender requesting any indemnity or other payment from the Borrower under this Section 3.4 shall simultaneously provide a copy of such request to Agentnegligence.

Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the Borrower agrees to indemnify such Agent and any Lender on demand for any and all additional costs, expenses, or damages incurred by such Agent or Lender, directly or indirectly, arising out of such ineligibilitythe issuance, extension or renewal of any Letter of Credit or the purchase of any Letter of Credit Risk Participation, including, without limitation, any costs of maintaining reserves in respect of such Draft, thereof and any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draftconnection therewith. A certificate as to such additional amounts submitted to the Borrower by any Agent or such Lender shall be final, conclusive, and binding, absent manifest errorprima facie evidence of the amounts due hereunder. If at any time after the date hereof the introduction of or any change in applicable law, rule, or regulation or in the interpretation or the administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Agent or Lender with any requests directed by any such Governmental Authority (whether or not having the force of law) shall, with respect to any Draft Letter of Credit or Letter of Credit Risk Participation subject Agent or such Lender to any Tax or impose, modify, or deem applicable any reserve, special deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by the Agent or such Lender or shall impose on the Agent or such Lender any other conditions affecting Drafts the Letters of Credit or Letter of Credit Risk Participation and the result of any of the foregoing is to increase the cost to the Agent or such Lender of accepting, discounting, rediscounting issuing a Letter of Credit or holding Drafts a Letter of Credit Risk Participation or to reduce the amount of any sum received or receivable by the Agent or such Lender hereunder with respect to the DraftsLetters of Credit or Letter of Credit Risk Participation, then, upon demand by Agent or such Lender, the Borrower shall pay to Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such increased cost or reduction. A certificate submitted The written statement of any Lender as to the Borrower by the Lender setting forth the basis for the determination of such additional amount or amounts necessary payable pursuant to compensate the Lender as aforesaid, this Section 3.3 shall be conclusive prima facie evidence of the amounts due hereunderhereunder provided, absent manifest errorhowever, that the Borrower shall not be liable for any such amount attributable to any period prior to the date one hundred eighty (180) days prior to the date that any officer at such Lender knew or reasonably should have known of such claim for reimbursement or compensation. The Borrower agrees to indemnify and hold the Agent and Lenders each Lender (an "Indemnitee") harmless from and against any and all (a) Taxes and other fees payable in connection with Drafts Letters of Credit, Letters of Credit Risk Participations or the provisions of this Agreement relating to the acceptance and discounting of draftsthereto, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's attorneys' fees, (i) suffered or incurred by the Agent or any Lender by reason of any Lender's having accepted, discounted or rediscounted Drafts, or (ii) suffered or incurred by the Agent or any Lender in connection with the Agent's or Lender's exercising or preserving any of its rights hereunder, or (iii) Indemnitee otherwise arising out of or relating to this Article 3 3, any Letter of Credit or any DraftsLetter of Credit Risk Participation; provided, however, said any indemnification under this Section 3.3 shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, or expense arises out of or is based solely upon the Indemnitee's willful misconduct or gross negligence of the party seeking indemnity hereunder. Any Lender requesting any indemnity or other payment from the Borrower under this Section 3.4 shall simultaneously provide a copy of such request to Agentnegligence.

Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the Borrower agrees Borrowers agree to indemnify such Agent, and any Lender on demand for any and all additional costs, expenses, or damages reasonably incurred by such Agent or Lender, directly or indirectly, arising out of such ineligibilitythe issuance of any Letter of Credit or the purchase of any Letter of Credit Risk Participation, including, without limitation, any costs of maintaining reserves in respect of such Draft, thereof and any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draft. A certificate as to such additional amounts submitted to the Borrower by any Lender shall be final, conclusive, and binding, absent manifest errorCorporation. If at any time after the date hereof of this agreement, the introduction of or any change in applicable law, rule, rule or regulation or in the interpretation or the administration thereof by any Governmental Authority governmental authority charged with the interpretation or of administration thereof, or compliance by any Lender agent or lender with any requests directed by any such Governmental Authority governmental authority (whether or not having the force of law) shall, with respect to any Draft letter of credit or letter of credit risk participation, subject agent or such Lender lender to any Tax tax or impose, modify, modify or deem applicable any reserve, special deposit, deposit or similar requirements against the assets of, deposits with or for the account ofof agent, credit extended by the Lender or such lender or shall impose on the Lender agent or such lender any other conditions affecting Drafts the letters of credit or letter of credit risk participations and the result of any of the foregoing is to increase the cost to the Lender agent, or such lender of accepting, discounting, rediscounting issuing a letter of credit or holding Drafts a letter of credit risk participation or to reduce the amount of any sum received or receivable by the Lender hereunder agent, or such lender with respect to the Draftsletters of credit or letter of credit risk participations, then, upon demand by agent, or such Lenderlender, the Borrower borrowers shall pay to agent or such Lender lender such additional amount or amounts as will compensate the Lender agent, or such lender for such increased cost or reduction. A certificate submitted to the Borrower by the Lender setting forth the basis for the determination of such additional amount or amounts necessary to compensate the Lender as aforesaid, shall be conclusive evidence of the amounts due hereunder, absent manifest error. The Borrower agrees Borrowers agree to indemnify and hold the Agent agent and Lenders lenders (each, an "indemnitee") harmless from and against any and all (a) Taxes and other fees taxes payable in connection with Drafts letters of credit, letter of credit risk participations or the provisions of this Agreement agreement relating to the acceptance and discounting of draftsthereto, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's fees, (i) suffered or incurred by the Agent or any Lender by reason of any Lender's having accepted, discounted or rediscounted Drafts, or (ii) suffered or incurred by the Agent or any Lender in connection with the Agent's or Lender's exercising or preserving any of its rights hereunder, or (iii) indemnitee otherwise arising out of or relating to this Article 3 article, any letter of credit, or any Draftsletter of credit risk participations; providedPROVIDED, howeverHOWEVER, said indemnification shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, cost or expense arises out of or is based solely upon the indemnitee's willful misconduct or gross negligence of the party seeking indemnity hereunder. Any Lender requesting any indemnity or other payment from the Borrower under this Section 3.4 shall simultaneously provide a copy of such request to Agentnegligence.

Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the Borrower agrees Borrowers agree to indemnify such Agent, and any Lender on demand for any and all additional costs, expenses, or damages reasonably incurred by such Agent or Lender, directly or indirectly, arising out of such ineligibilitythe issuance of any Letter of Credit or the purchase of any Letter of Credit Risk Participation, including, without limitation, any costs of maintaining reserves in respect of such Draft, thereof and any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draft. A certificate as to such additional amounts submitted to the Borrower by any Lender shall be final, conclusive, and binding, absent manifest errorCorporation. If at any time after the date hereof of this Agreement, the introduction of or any change in applicable law, rule, rule or regulation or in the interpretation or the administration thereof by any Governmental Authority charged with the interpretation or of administration thereof, or compliance by any Agent or Lender with any requests directed by any such Governmental Authority (whether or not having the force of law) shall, with respect to any Draft Letter of Credit or Letter of Credit Risk Participation, subject Agent or such Lender to any Tax or impose, modify, modify or deem applicable any reserve, special deposit, deposit or similar requirements against the assets of, deposits with or for the account ofof Agent, credit extended by the or such Lender or shall impose on the Agent or such Lender any other conditions affecting Drafts the Letters of Credit or Letter of Credit Risk Participations and the result of any of the foregoing is to increase the cost to the Agent, or such Lender of accepting, discounting, rediscounting issuing a Letter of Credit or holding Drafts a Letter of Credit Risk Participation or to reduce the amount of any sum received or receivable by the Agent, or such Lender hereunder with respect to the DraftsLetters of Credit or Letter of Credit Risk Participations, then, upon demand by Agent, or such Lender, the Borrower Borrowers shall pay to Agent or such Lender such additional amount or amounts as will compensate the Agent, or such Lender for such increased cost or reduction. A certificate submitted to the Borrower by the Lender setting forth the basis for the determination of such additional amount or amounts necessary to compensate the Lender as aforesaid, shall be conclusive evidence of the amounts due hereunder, absent manifest error. The Borrower agrees Borrowers agree to indemnify and hold the Agent and Lenders (each, an "Indemnitee") harmless from and against any and all (a) Taxes and other fees payable in connection with Drafts Letters of Credit, Letter of Credit Risk Participations or the provisions of this Agreement relating to the acceptance and discounting of draftsthereto, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's fees, (i) suffered or incurred by the Agent or any Lender by reason of any Lender's having accepted, discounted or rediscounted Drafts, or (ii) suffered or incurred by the Agent or any Lender in connection with the Agent's or Lender's exercising or preserving any of its rights hereunder, or (iii) Indemnitee otherwise arising out of or relating to this Article 3 Article, any Letter of Credit, or any DraftsLetter of Credit Risk Participations; providedPROVIDED, howeverHOWEVER, said indemnification shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, cost or expense arises out of or is based solely upon the Indemnitee's willful misconduct or gross negligence of the party seeking indemnity hereunder. Any Lender requesting any indemnity or other payment from the Borrower under this Section 3.4 shall simultaneously provide a copy of such request to Agentnegligence.

Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the The Borrower agrees to indemnify such Lender Seafirst and the Seafirst Affiliates on demand for any and all additional costs, expenses, or damages incurred by such LenderSeafirst or any Seafirst Affiliate, directly or indirectly, arising out of such ineligibilitythe issuance of any Letter of Credit, including, without limitation, any costs of maintaining reserves in respect of such Draft, thereof and any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draftconnection therewith. A certificate as to such additional amounts submitted to the Borrower by any Lender Seafirst shall be final, conclusive, and binding, absent manifest error. If at any time after the date hereof the introduction of or any change in applicable law, rule, or regulation or in the interpretation or the administration thereof by any Governmental Government Authority charged with the interpretation or administration thereof, or compliance by Seafirst or any Lender Seafirst Affiliate with any requests directed by any such Governmental Government Authority (whether or not having the force of law) shall, with respect to any Draft Letter of Credit subject such Lender Seafirst or any Seafirst Affiliate to any Tax or impose, modify, or deem applicable any reserve, special deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by the Lender Seafirst or any Seafirst Affiliate or shall impose on the Lender Seafirst or any Seafirst Affiliate any other conditions affecting Drafts the Letters of Credit and the result of any of the foregoing is to increase the cost to the Lender Seafirst or any Seafirst Affiliate of accepting, discounting, rediscounting or holding Drafts issuing a Letter of Credit or to reduce the amount of any sum received or receivable by the Lender Seafirst or any Seafirst Affiliate hereunder with respect to the DraftsLetters of Credit, then, upon demand by such LenderSeafirst, the Borrower shall pay to such Lender Seafirst such additional amount or amounts as will compensate the Lender Seafirst or such Seafirst Affiliate for such increased cost or reduction. A certificate submitted to the Borrower by the Lender Seafirst setting forth the basis for the determination of such additional amount or amounts necessary to compensate the Lender as aforesaid, shall be conclusive evidence of the amounts due hereunderfinal, conclusive, and binding, absent manifest error. The Borrower borrower agrees to indemnify and hold the Agent Seafirst and Lenders each Seafirst Affiliate (an "Indemnitee") harmless from and against any and all (a) Taxes and other fees payable in connection with Drafts Letters of Credit or the provisions of this Agreement relating to the acceptance and discounting of draftsthereto, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's fees, (i) suffered or incurred by the Agent or any Lender by reason of any Lender's having accepted, discounted or rediscounted Drafts, or (ii) suffered or incurred by the Agent or any Lender in connection with the Agent's or Lender's exercising or preserving any of its rights hereunder, or (iii) Indemnitee otherwise arising out of or relating to this Article 3 4, or any DraftsLetter of Credit; provided, however, said indemnification shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, or expense arises solely out of or is based solely upon the Indemnitee's willful misconduct or gross negligence of the party seeking indemnity hereunder. Any Lender requesting any indemnity or other payment from the Borrower under this Section 3.4 shall simultaneously provide a copy of such request to Agentnegligence.

Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the Borrower agrees to indemnify such Agent and any Lender on demand for any and all additional costs, expenses, or damages incurred by such Agent or Lender, directly or indirectly, arising out of such ineligibilitythe issuance of any Letter of Credit or the purchase of any Letter of Credit Risk Participation, including, without limitation, any costs of maintaining reserves in respect of such Draft, thereof and any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draftconnection therewith. A certificate as to such additional amounts submitted to the Borrower by any Agent or such Lender shall be final, conclusive, and binding, absent manifest error. If at any time after the date hereof the introduction of or any change in applicable law, rule, or regulation or in the interpretation or the administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Agent or Lender with any requests directed by any such Governmental Authority (whether or not having the force of law) shall, with respect to any Draft Letter of Credit or Letter of Credit Risk Participation subject Agent or such Lender to any Tax or impose, modify, or deem applicable any reserve, special deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by the Agent or such Lender or shall impose on the Agent or such Lender any other conditions affecting Drafts the Letters of Credit or Letter of Credit Risk Participations and the result of any of the foregoing is to increase the cost to the Agent or such Lender of accepting, discounting, rediscounting issuing a Letter of Credit or holding Drafts a Letter of Credit Risk Participation or to reduce the amount of any sum received or receivable by the Agent or such Lender hereunder with respect to the DraftsLetters of Credit or Letter of Credit Risk Participations, then, upon demand by Agent or such Lender, the Borrower shall pay to Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such increased cost or reduction. A certificate submitted to the Borrower by the Agent or such Lender setting forth the basis for the determination of such additional amount or amounts necessary to compensate the Lender as aforesaid, shall be conclusive evidence of the amounts due hereunderfinal, conclusive, and binding, absent manifest error. The Borrower agrees to indemnify and hold the Agent and Lenders each Lender (an "Indemnitee") harmless from and against any and all (a) Taxes (exclusive of Taxes measured by net income and gross receipts) and other fees payable in connection with Drafts Letters of Credit, Letter of Credit Risk Participations or the provisions of this Agreement relating to the acceptance and discounting of draftsthereto, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's fees, (i) suffered or incurred by the Agent or any Lender by reason of any Lender's having accepted, discounted or rediscounted Drafts, or (ii) suffered or incurred by the Agent or any Lender in connection with the Agent's or Lender's exercising or preserving any of its rights hereunder, or (iii) Indemnitee otherwise arising out of or relating to this Article 3 3, any Letter of Credit, or any DraftsLetter of Credit Risk Participations; providedPROVIDED, howeverHOWEVER, said indemnification shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, or expense arises out of or is based solely upon the Indemnitee's willful misconduct or gross negligence of the party seeking indemnity hereunder. Any Lender requesting any indemnity or other payment from the Borrower under this Section 3.4 shall simultaneously provide a copy of such request to Agentnegligence.