Common use of Indemnification; Nature of Lenders’ Duties Clause in Contracts

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, U.S. Borrower hereby agrees to pay and to protect, indemnify, and save harmless each Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that any Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any U.S. Letter of Credit or guaranty thereof, or (B) the failure of any Agent or any Lender seeking indemnification or of the U.S. L/C Issuer to honor a demand for payment under any U.S. Letter of Credit or guaranty thereof 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, in each case other than (x) to the extent as a result of the gross negligence, bad faith or willful misconduct of such Agent, Lender or U.S. L/C Issuer (as finally determined by a court of competent jurisdiction) or (y) in connection with any one action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, the fees and expenses of more than one separate firm of attorneys at any time for all such indemnified Persons.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the this Agreement, U.S. Borrower Borrowers hereby agrees agree to pay and to protect, indemnify, and save harmless each Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ feesfees and allocated costs of internal counsel) that any Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any U.S. Letter of Credit or guaranty thereof, or (B) the failure of any Agent or any Lender seeking indemnification or of the U.S. any L/C Issuer to honor a demand for payment under any U.S. Letter of Credit or guaranty thereof 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, in each case other than (xi) to the extent solely as a result of the gross negligence, bad faith negligence or willful misconduct of such Agent, Lender or U.S. L/C Issuer or such Lender (as finally determined by a court of competent jurisdiction) or (yii) in connection with respect to taxes, levies, imposts, deductions, charges or withholdings imposed by any one action Governmental Authority, or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegationsany liabilities with respect thereto, the fees indemnification for which shall be governed solely and expenses exclusively by Section 1.13 of more than one separate firm of attorneys at any time for all such indemnified Personsthis Agreement.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, U.S. Borrower Borrowers hereby agrees agree to pay and to protect, indemnify, and save harmless each Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees' fees and allocated costs of internal counsel) that any Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any U.S. Letter of Credit or guaranty thereof, or (B) the failure of any Agent or any Lender seeking indemnification or of the U.S. any L/C Issuer to honor a demand for payment under any U.S. Letter of Credit or guaranty thereof 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, in each case other than (xi) to the extent solely as a result of the gross negligence, bad faith negligence or willful misconduct of such Agent, Lender or U.S. L/C Issuer or such Lender (as finally determined by a court of competent jurisdiction) or (yii) in connection with respect to taxes, levies, imposts, deductions, charges or withholdings imposed by any one action Governmental Authority, or proceeding or separate but substantially similar actions or proceedings arising out any liabilities with respect thereto, the indemnification for which shall be governed solely and exclusively by Section 1.13 of the same general allegations, the fees and expenses of more than one separate firm of attorneys at any time for all such indemnified PersonsAgreement.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, U.S. Borrower hereby agrees to pay and to protect, indemnify, and save harmless each Agent and each L/C Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ feesfees and allocated costs of internal counsel) that any Agent or any L/C Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any U.S. Letter of Credit or guaranty thereof, or (B) the failure of any Agent or any L/C Lender seeking indemnification or of the U.S. L/C Issuer to honor a demand for payment under any U.S. Letter of Credit or guaranty thereof 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, in each case other than (x) to the extent as a result of the gross negligence, bad faith negligence or willful misconduct of Agent or such Agent, Lender or U.S. L/C Issuer Lender (as finally determined by a court of competent jurisdiction). Notwithstanding anything in this clause (g)(i) to the contrary, Borrower shall have no obligation to indemnify Agent or (y) in connection any L/C Lender with respect to any one action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegationsclaims, the fees demands, liabilities, damages, losses, costs, charges and expenses by Borrower against Agent or such L/C Lender based upon Agent’s or such L/C Lender’s breach of more than one separate firm of attorneys at any time for all such indemnified Persons.its obligations under this Annex B.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, U.S. Borrower hereby agrees to pay and to protect, indemnify, and save harmless each Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ feesfees and allocated costs of internal counsel) that any which Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any U.S. Letter of Credit or guaranty thereof, or (Bii) the failure of any Agent or any Lender seeking indemnification or of the U.S. any L/C Issuer to honor a demand for payment under any U.S. Letter of Credit or guaranty thereof 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, in each case other than (x) to the extent solely as a result of the gross negligence, bad faith negligence or willful misconduct of Agent or such Agent, Lender or U.S. L/C Issuer (as finally determined by a court of competent jurisdiction) ). No Agent or (y) Lender shall enter into any compromise or settlement in connection with any one action or proceeding or separate but substantially similar actions or proceedings arising out as to which such Person intends to seek indemnification hereunder without the prior written consent of the same general allegationsLoan Party from whom indemnification hereunder is sought, the fees and expenses of more than one separate firm of attorneys at any time for all such indemnified Personswhich consent shall not be unreasonably withheld or delayed.

Indemnification; Nature of Lenders’ Duties. (ia) In addition to amounts payable as elsewhere provided in the Agreement, U.S. Borrower hereby agrees to pay and to protect, indemnify, and save harmless each Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees' fees and allocated costs of internal counsel) that any Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any U.S. Letter of Credit or guaranty thereof, or (B) the failure of any Agent or any Lender seeking indemnification or of the U.S. any L/C Issuer to honor a demand for payment under any U.S. Letter of Credit or guaranty thereof 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, in each case other than (xi) to the extent as a result of the gross negligence, bad faith negligence or willful misconduct of Agent or such Agent, Lender or U.S. L/C Issuer (as finally determined by a court of competent jurisdiction), and (ii) or with respect to taxes (y) in connection with any one action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegationsand amounts relating thereto), the fees indemnification for which shall be governed solely and expenses of more than one separate firm of attorneys at any time for all such indemnified Personsexclusively by Section 2.22.

Indemnification; Nature of Lenders’ Duties. (ia) In addition to amounts payable as elsewhere provided in the Agreement, U.S. each Borrower hereby agrees to pay and to protect, indemnify, and save harmless each Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees' fees and allocated costs of internal counsel) that any Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any U.S. Letter of Credit or guaranty thereof, or (B) the failure of any Agent or any Lender seeking indemnification or of the U.S. any L/C Issuer to honor a demand for payment under any U.S. Letter of Credit or guaranty thereof 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, in each case other than (xi) to the extent as a result of the gross negligence, bad faith negligence or willful misconduct of Agent or such Agent, Lender or U.S. L/C Issuer (as finally determined by a court of competent jurisdiction), and (ii) or with respect to taxes (y) in connection with any one action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegationsand amounts relating thereto), the fees indemnification for which shall be governed solely and expenses of more than one separate firm of attorneys at any time for all such indemnified Personsexclusively by Section 2.22.