Common use of Indemnification; Nature of Bank's Duties Clause in Contracts

Indemnification; Nature of Bank's Duties. (1) In addition to its other obligations under this Section, the Borrower hereby agrees to protect, indemnify, pay and save the Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorney fees) that the Bank may incur or be subject to as a consequence, direct or indirect, of (a) the issuance of any Letter of Credit, or (b) the failure of the Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Governmental Acts"). (a) As between the Borrower on the one hand and the Bank on the other hand, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Bank shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should, in fact, prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (iv) for errors in interpretation of technical terms; (v) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vi) for any consequences arising from causes beyond the control of the Bank, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of the Bank's rights or powers hereunder. (b) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Bank, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the Bank under any resulting liability to the Borrower. It is the intention of the parties that this Loan Agreement shall be construed and applied to protect and indemnify the Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Bank shall not, in any way, be liable for any failure by the Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Bank. (c) Nothing in this Subsection (c) is intended to limit the reimbursement obligation of the Borrower contained in this Loan Agreement. The obligations of the Borrower shall survive the termination of this Loan Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Bank to enforce any right, power or benefit under this Loan Agreement. (d) Notwithstanding anything to the contrary contained in this Subsection (c), the Borrower shall have no obligation to indemnify the Bank in respect of any liability incurred by the Bank arising solely out of the gross negligence or willful misconduct of the Bank as determined by a court of competent jurisdiction. The Borrower shall pay the Bank its standard fees in effect from time to time in connection with the issuance of each Letter of Credit. Each such fee shall be payable in advance on the date of the issuance of the applicable Letter of Credit.

Indemnification; Nature of Bank's Duties. (1i) In addition to its other obligations under this SectionSection 2.2, the Borrower hereby agrees to pay, and protect, indemnify, pay indemnify and save the Bank harmless from and against against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorney attorneys' fees) that the Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit, Credit or (bB) the failure of the Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority Governmental Authority (all such acts or omissions, herein called "Governmental Government Acts"). (aii) As between the Borrower on the one hand and the Bank on the other handBank, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Bank shall not be responsible: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should, should in fact, fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iiiC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (iv) for errors in interpretation of technical terms; (vD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (viE) for any consequences arising from causes beyond the control of the Bank, including, without limitation, any Governmental Government Acts. None of the above shall affect, impair, or prevent the vesting of the Bank's rights or powers hereunder. (biii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Bank, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the Bank under any resulting liability to the BorrowerBorrower or the Fund. It is the intention of the parties that this Loan Credit Agreement shall be construed and applied to protect and indemnify the Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Bank shall not, in any way, be liable for any failure by the Bank it or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Bank. (civ) Nothing in this Subsection subsection (ch) is intended to limit the reimbursement obligation obligations of the Borrower contained in this Loan Agreementsubsection (c) above. The obligations of the Borrower under this subsection (h) shall survive the termination of this Loan Credit Agreement. No act or omissions omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Bank to enforce any right, power or benefit under this Loan Credit Agreement. (dv) Notwithstanding anything to the contrary contained in this Subsection subsection (ch), the Borrower shall have no obligation to indemnify the Bank in respect of any liability incurred by the Bank (A) arising solely out of the gross negligence or willful misconduct of the Bank as determined Bank, or (B) caused by the Bank's failure to pay under any Letter of Credit after presentation to it of a court of competent jurisdiction. The Borrower shall pay the Bank its standard fees in effect from time to time in connection request strictly complying with the issuance terms and conditions of each such Letter of Credit. Each , unless such fee shall be payable in advance on the date of the issuance of the applicable Letter of Creditpayment is prohibited by any Government Act.

Indemnification; Nature of Bank's Duties. (1i) In addition to its other obligations under this SectionSection 2.2, the Borrower hereby agrees to protect, indemnify, pay and save the Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorney attorneys' fees) that the Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit, Credit or (bB) the failure of the Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Governmental Government Acts"). (aii) As between the Borrower on the one hand and the Bank on the other handBank, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Bank shall not be responsible: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should, should in fact, fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iiiC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (iv) for errors in interpretation of technical terms; (vD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vi) for any consequences arising from causes beyond the control of the Bank, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of the Bank's rights or powers hereunder. (b) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Bank, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the Bank under any resulting liability to the Borrower. It is the intention of the parties that this Loan Agreement shall be construed and applied to protect and indemnify the Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Bank shall not, in any way, be liable for any failure by the Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Bank. (c) Nothing in this Subsection (c) is intended to limit the reimbursement obligation of the Borrower contained in this Loan Agreement. The obligations of the Borrower shall survive the termination of this Loan Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Bank to enforce any right, power or benefit under this Loan Agreement. (d) Notwithstanding anything to the contrary contained in this Subsection (c), the Borrower shall have no obligation to indemnify the Bank in respect of any liability incurred by the Bank arising solely out of the gross negligence or willful misconduct of the Bank as determined by a court of competent jurisdiction. The Borrower shall pay the Bank its standard fees in effect from time to time in connection with the issuance of each Letter of Credit. Each such fee shall be payable in advance on the date of the issuance of the applicable Letter of Credit.a

Indemnification; Nature of Bank's Duties. (1i) In addition to its other obligations under this SectionSection 2.2, the Borrower hereby agrees to protect, indemnify, pay and save the Bank harmless from and against any and all 23 claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorney attorneys' fees) that the Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit, Credit or (bB) the failure of the Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Governmental Government Acts"). (aii) As between the Borrower on the one hand and the Bank on the other handBank, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Bank shall not be responsible: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should, should in fact, fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iiiC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (iv) for errors in interpretation of technical terms; (vD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (viE) for any consequences arising from causes beyond the control of the Bank, including, without limitation, any Governmental Government Acts. None of the above shall affect, impair, or prevent the vesting of the Bank's rights or powers hereunder. (biii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Bank, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the Bank under any resulting liability to the BorrowerBorrower or any other Credit Party. It is the intention of the parties that this Loan Credit Agreement shall be construed and applied to protect and indemnify the Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the BorrowerBorrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Bank shall not, in any way, be liable for any failure by the Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Bank. (civ) Nothing in this Subsection subsection (cg) is intended to limit the reimbursement obligation obligations of the Borrower contained in this Loan Agreementsubsection (c) above. The obligations of the Borrower under this subsection (g) shall survive the termination of this Loan Credit Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Bank to enforce any right, power or benefit under this Loan Credit Agreement. (dv) Notwithstanding anything to the contrary contained in this Subsection subsection (ci), the Borrower shall have no obligation to indemnify the Bank in 24 respect of any liability incurred by the Bank (A) arising solely out of the gross negligence or willful misconduct of the Bank Bank, as determined by a court of competent jurisdiction. The Borrower shall , or (B) caused by the Bank's failure to pay the Bank its standard fees in effect from time under any Letter of Credit after presentation to time in connection it of a request strictly complying with the issuance terms and conditions of each such Letter of Credit. Each , as determined by a court of competent jurisdiction, unless such fee shall be payable in advance on the date of the issuance of the applicable Letter of Creditpayment is prohibited by any law, regulation, court order or decree.

Indemnification; Nature of Bank's Duties. (1) In addition to its other obligations under this Section, the Borrower hereby agrees to protect, indemnify, pay and save the Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorney fees) that the Bank may incur or be subject to as a consequence, direct or indirect, of (a) the issuance of any Letter of Credit, or (b) the failure of the Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Governmental Acts"). (a) As between the Borrower on the one hand and the Bank on the other hand, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Bank shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should, in fact, prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (iv) for errors in interpretation of technical terms; (v) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vi) for any consequences arising from causes beyond the control of the Bank, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of the Bank's rights or powers hereunder. (b) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Bank, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the Bank under any resulting liability to the BorrowerBorrowers. It is the intention of the parties that this Loan Agreement shall be construed and applied to protect and indemnify the Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Bank shall not, in any way, be liable for any failure by the Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Bank. (c) Nothing in this Subsection (c) is intended to limit the reimbursement obligation of the Borrower contained in this Loan Agreement. The obligations of the Borrower shall survive the termination of this Loan Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Bank to enforce any right, power or benefit under this Loan Agreement. (d) Notwithstanding anything to the contrary contained in this Subsection (c), the Borrower shall have no obligation to indemnify the Bank in respect of any liability incurred by the Bank arising solely out of the gross negligence or willful misconduct of the Bank as determined by a court of competent jurisdiction. The Borrower shall pay the Bank its standard fees in effect from time to time in connection with the issuance of each Letter of Credit. Each such fee shall be payable in advance on the date of the issuance of the applicable Letter of Credit.

Indemnification; Nature of Bank's Duties. (1i) In addition to its other obligations under this SectionAgreement, the Borrower hereby agrees to protect, indemnify, pay and save the Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorney attorneys' fees) that the Bank may incur or be subject to as a consequence, direct or indirect, consequence of (aA) the issuance of any Letter of Credit, Credit or (bB) the failure of the Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Governmental Government Acts"). (aii) As between the Borrower on the one hand and the Bank on the other handBank, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Bank shall not be responsible: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should, should in fact, fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (iv) for errors in interpretation of technical terms; (vE) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (viF) for any consequences arising from causes beyond the control of the Bank, including, without limitation, any Governmental Government Acts. None of the above shall affect, impair, or prevent the vesting of the Bank's rights or powers hereunder. (biii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Bank, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the such Bank under any resulting liability to the Borrower. It is the intention of the parties that this Loan Agreement shall be construed and applied to protect and indemnify the Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Bank shall not, in any way, be liable for any failure by the Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Bank. (civ) Nothing in this Subsection (c) is intended to limit the reimbursement obligation of the Borrower contained in this Loan Agreement. The obligations of the Borrower under this Section 2.16 shall survive the termination of this Loan Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Bank to enforce any right, power or benefit under this Loan Agreement. (dv) Notwithstanding anything to the contrary contained in this Subsection (c)Section 2.16, the Borrower shall have no obligation to indemnify the Bank pursuant to this or any other section of this Agreement in respect of any liability incurred by the Bank arising solely directly out of the gross negligence or willful misconduct of the Bank as determined by a court of competent jurisdiction. The Borrower shall pay the Bank its standard fees in effect from time to time in connection with the issuance of each Letter of Credit. Each such fee shall be payable in advance on the date of the issuance of the applicable Letter of CreditBank.