Common use of Indemnification; Nature of the Issuing Banks’ Duties Clause in Contracts

Indemnification; Nature of the Issuing Banks’ Duties. The obligations of the Borrower hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or any agreement or instrument relating thereto; (ii) the existence of any claim, setoff, defense or other right which the Borrower or the applicable Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the Issuing Banks, any Lender, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) any lack of validity, effectiveness, 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; (v) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower in respect of the Letters of Credit; (vi) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (vii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such Letter of Credit; or (viii) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; provided, that, notwithstanding the foregoing, an Issuing Bank shall not be relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.

Indemnification; Nature of the Issuing Banks’ Duties. (a) The Borrower agrees to indemnify and save harmless the Agent, the Issuing Banks and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which the Agent, the respective Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain an Issuing Bank from paying any amount under any Letter of Credit; provided, that, an Issuing Bank shall not be indemnified for any of the foregoing caused by its gross negligence or willful misconduct. (b) The obligations of the Borrower and each LC Subsidiary hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or any agreement or instrument relating thereto; (ii) the existence of any claim, setoff, defense or other right which the Borrower or the applicable any LC Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the Issuing Banks, any Lender, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) any lack of validity, effectiveness, 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; (v) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vi) any exchange, release or non-perfection of any collateral, or any release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower or an LC Subsidiary in respect of the Letters of Credit; (vivii) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower or any LC Subsidiary in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (viiviii) payment by any failure of the applicable Issuing Bank under beneficiary of a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such conditions required in order to draw upon any Letter of Credit; or; (viiiix) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (x) any other circumstance or happening whatsoever, whether or not similar to the foregoing; provided, that, notwithstanding the foregoing, an Issuing Bank shall not be relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.

Indemnification; Nature of the Issuing Banks’ Duties. The obligations of the Borrower hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or any agreement or instrument relating thereto; (ii) the existence of any claim, setoff, defense or other right which the Borrower or the applicable Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the Issuing Banks, any Lender, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) any lack of validity, effectiveness, 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; (v) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vi) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower in respect of the Letters of Credit; (vivii) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (viiviii) payment by any failure of the applicable Issuing Bank under beneficiary of a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such conditions required in order to draw upon any Letter of Credit; or; (viiiix) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (x) any other circumstance or happening whatsoever, whether or not similar to the foregoing; provided, that, notwithstanding the foregoing, an Issuing Bank shall not be relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.

Indemnification; Nature of the Issuing Banks’ Duties. The obligations of (a) In addition to amounts payable as elsewhere provided in this Article III, the Borrower hereunder with respect hereby agrees to Letters protect, indemnify, pay and save the Agent, each Issuing Bank, each Issuing Bank Agent and each Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges or expenses (including reasonable attorneys' fees) arising from the claims of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with third parties against the terms hereof under all circumstances, including, without limitationAgent, any Issuing Bank, any Issuing Bank Agent or any Bank as a consequence, direct or indirect, of the following circumstances: (i) any lack of validity or enforceability the issuance of any Facility Letter of Credit other than as a result of the gross negligence or this Agreement willful misconduct of the Agent, such Issuing Bank, such Issuing Bank Agent or any agreement Bank, as determined by a court of competent jurisdiction or instrument relating thereto; (ii) the existence failure of such Issuing Bank to honor a drawing under such Facility Letter of Credit as a result of any claimact or omission, setoff, defense whether rightful or other right which the Borrower or the applicable Subsidiary may have at any time against the beneficiary, or any transfereewrongful, of any present or future de jure or de facto government or govern mental authority (all such acts or omissions herein called "Government Acts"). (b) As between the Borrower on the one hand and the Agent, the Banks, the Issuing Banks and the Issuing Bank Agents on the other, the Borrower assumes all risks of the acts and omissions of, or misuse of any Facility Letter of Credit by, the respective beneficiary of such Facility Letter of Credit. In furtherance and not in limitation of the foregoing, or the Agent, the Issuing Banks, the Issuing Bank Agents and the Banks shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any Lenderdocument submitted by any party in connection with the application for and issuance of the Facility Letters of Credit, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving even if it should in fact prove to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue all respects invalid, insufficient, inaccurate, fraudulent or inaccurate in any respect; forged; (ivii) any lack of validity, effectiveness, for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part; , which may prove to be invalid or ineffective for any reason; (viii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any failure of the obligations beneficiary of the Borrower in respect of the Letters of Credit; (vi) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (vii) payment by the applicable Issuing Bank under a Facility Letter of Credit against presentation to comply fully with conditions required in order to draw upon such Facility Letter of a draft or Credit, other document that fails to strictly comply with the terms of than conditions expressly stated in such Facility Letter of Credit; or (viiiiv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Facility Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any a Facility Letter of Credit of the proceeds of any drawing under such Facility Letter of Credit; providedand (viii) for any consequences arising from causes beyond the control of the Agent, thatany Issuing Bank, notwithstanding any Issuing Bank Agent and the foregoingother Banks including, without limitation, any Government Acts. None of the above shall affect, impair or prevent the vesting of any of an Issuing Bank's, the Agent's, an Issuing Bank Agent's or other Bank's rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank or any Issuing Bank Agent under or in connection with the Facility Letters of Credit or any related certificates, if taken or omitted in good faith, shall not be relieved put such Issuing Bank, its related Issuing Bank Agent, the Agent or any Banks under any resulting liability to the Borrower or any affiliate of the Borrower or relieve the Borrower of any liability it may otherwise have as a result of its obligations hereunder to any such Person. (d) Notwithstanding anything to the contrary contained in this Section 3.10, the Borrower shall not have any obligation to indemnify an Issuing Bank or its related Issuing Bank Agent under this Section 3.10 in respect of any claim, demand, liability, damage, loss, cost, charge or expense incurred by such Issuing Bank or Issuing Bank Agent arising primarily out of the gross negligence or willful misconductmisconduct of such Issuing Bank or Issuing Bank Agent as determined by a court of competent jurisdiction.

Indemnification; Nature of the Issuing Banks’ Duties. (a) The Borrower agrees to indemnify and save harmless the Agent, the Issuing Bank and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which the Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Bank from paying any amount under any Letter of Credit; provided, that, the Issuing Bank shall not be indemnified for any of the foregoing caused by its gross negligence or willful misconduct. (b) The obligations of the Borrower and each LC Subsidiary hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or any agreement or instrument relating thereto; (ii) the existence of any claim, setoff, defense or other right which the Borrower or the applicable any LC Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the Issuing BanksBank, any Lender, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) any lack of validity, effectiveness, 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; (v) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vi) any exchange, release or non-perfection of any collateral, or any release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower or an LC Subsidiary in respect of the Letters of Credit; (vivii) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower or any LC Subsidiary in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (viiviii) payment by any failure of the applicable Issuing Bank under beneficiary of a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such conditions required in order to draw upon any Letter of Credit; or; (viiiix) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (x) any other circumstance or happening whatsoever, whether or not similar to the foregoing; provided, that, notwithstanding the foregoing, an the Issuing Bank shall not be relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.

Indemnification; Nature of the Issuing Banks’ Duties. (a) The Borrower agrees to indemnify and save harmless the Agent, the Issuing Bank and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which the Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Bank from paying any amount under any Letter of Credit; provided, that, -------- ---- the Issuing Bank shall not be indemnified for any of the foregoing caused by its gross negligence or willful misconduct. (b) The obligations of the Borrower and each LC Subsidiary hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or any agreement or instrument relating thereto; (ii) the existence of any claim, setoff, defense or other right which the Borrower or the applicable any LC Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the Issuing BanksBank, any Lender, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) any lack of validity, effectiveness, 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; (v) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vi) any exchange, release or non-perfection of any collateral, or any release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower or an LC Subsidiary in respect of the Letters of Credit; (vivii) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower or any LC Subsidiary in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (viiviii) payment by any failure of the applicable Issuing Bank under beneficiary of a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such conditions required in order to draw upon any Letter of Credit; or; (viiiix) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (x) any other circumstance or happening whatsoever, whether or not similar to the foregoing; provided, that, notwithstanding the foregoing, an the Issuing Bank shall not be -------- ---- relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.

Indemnification; Nature of the Issuing Banks’ Duties. (a) The Borrower agrees to indemnify and save harmless the Agent, each Issuing Bank and each Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which the Agent, such Issuing Bank or such Bank may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain such Issuing Bank from paying any amount under any Letter of Credit. (b) The obligations of the Borrower hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement Loan Document or any agreement or instrument relating thereto; (ii) the existence of any claim, setoff, defense or other right which the Borrower or the applicable Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the any Issuing BanksBank, any LenderBank, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) any lack of validity, effectiveness, 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; (v) any exchange, loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vi) the release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower in respect of the Letters of Credit; (vi) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (vii) payment by any failure of the applicable Issuing Bank under beneficiary of a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such conditions required in order to draw upon any Letter of Credit; or; (viii) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (ix) any other circumstances or happening whatsoever, whether or not similar to the foregoing; providedor (x) any exchange, release or non-perfection of any Collateral or other collateral. provided that, notwithstanding the foregoing, neither an Issuing Bank nor the Agent shall not be relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.

Indemnification; Nature of the Issuing Banks’ Duties. (a) The Borrower agrees to indemnify and save harmless the Agent, the Issuing Bank and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which the Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Bank from paying any amount under any Letter of Credit; provided, that, the Issuing Bank shall not be indemnified for any of the foregoing caused by its gross negligence or willful misconduct. (b) The obligations of the Borrower and each LC Subsidiary hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or any agreement or instrument relating thereto; (ii) the existence of any claim, setoff, defense or other right which the Borrower or the applicable any LC Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the Issuing BanksBank, any Lender, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) any lack of validity, effectiveness, 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; (v) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vi) any exchange, release or non-perfection of any collateral, or any release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower or an LC Subsidiary in respect of the Letters of Credit; (vivii) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower or any LC Subsidiary in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (viiviii) payment by any failure of the applicable Issuing Bank under beneficiary of a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such conditions required in order to draw upon any Letter of Credit; or; (viiiix) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (x) any other circumstance or happening whatsoever, whether or not similar to the foregoing; provided, that, notwithstanding the foregoing, an the Issuing Bank shall not be relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.

Indemnification; Nature of the Issuing Banks’ Duties. (a) The Borrower agrees to indemnify and save harmless the Agent, the Issuing Banks and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which the Agent, the respective Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain an Issuing Bank from paying any amount under any Letter of Credit; provided, that, an Issuing Bank shall not be indemnified for any of the foregoing caused by its gross negligence or willful misconduct. (b) The obligations of the Borrower and each LC Subsidiary hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or any agreement or instrument relating thereto; (ii) the existence of any claim, setoff, defense or other right which the Borrower or the applicable any LC Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the Issuing Banks, any Lender, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) any lack of validity, effectiveness, 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; (v) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vi) any exchange, release or non-perfection of any collateral, or any release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower or an LC Subsidiary in respect of the Letters of Credit; (vivii) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower or any LC Subsidiary in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (viiviii) payment by any failure of the applicable Issuing Bank under beneficiary of a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such conditions required in order to draw upon any Letter of Credit; or; (viiiix) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (x) any other circumstance or happening whatsoever, whether or not similar to the foregoing; provided, that, notwithstanding the foregoing, an Issuing Bank shall not be relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.

Indemnification; Nature of the Issuing Banks’ Duties. (a) The Borrowers agree to indemnify and save harmless the Agent, the Issuing Bank and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorney fees and costs for external counsel to the Lenders and the allocated costs and disbursements of internal counsel of the Lenders) which the Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Bank from paying any amount under any Letter of Credit. (b) The obligations of the Borrower Borrowers hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement Loan Document or any agreement or instrument relating thereto; (ii) the existence of any claimclaims, setoffset off, defense or other right which the any Borrower or the applicable Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the Issuing BanksBank, the Agent, any Lender, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) any lack of validity, effectiveness, 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; (v) any exchange, release loss or non-perfection delay in the transmission or otherwise of any collateral, document required in order to make a drawing under any Letter of Credit or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower in respect of the Letters of Creditproceeds thereof; (vi) any change in the time, manner or place of payment of, or in any other terms of, all or any failure of the obligations beneficiary of the Borrower in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (vii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such conditions required in order to draw upon any Letter of Credit; oror any payment is made by the Issuing Bank under any Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of any Letter of Credit; (viiivii) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any other circumstance or happening whatsoever, whether or not similar to the foregoing; provided, however, that, notwithstanding the foregoing, an the Issuing Bank shall not be relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.

Indemnification; Nature of the Issuing Banks’ Duties. (a) The ---------------------------------------------------- Borrower agrees to indemnify and save harmless the Agent, the Issuing Bank and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which the Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Bank from paying any amount under any Letter of Credit; provided, that, the Issuing Bank shall not be indemnified -------- ---- for any of the foregoing caused by its gross negligence or willful misconduct. (b) The obligations of the Borrower and each LC Subsidiary hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms hereof under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or any agreement or instrument relating thereto; (ii) the existence of any claim, setoff, defense or other right which the Borrower or the applicable any LC Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the Issuing BanksBank, any Lender, or any other Person; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) any lack of validity, effectiveness, 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; (v) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vi) any exchange, release or non-perfection of any collateral, or any release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower or an LC Subsidiary in respect of the Letters of Credit; (vivii) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower or any LC Subsidiary in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; (viiviii) payment by any failure of the applicable Issuing Bank under beneficiary of a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such conditions required in order to draw upon any Letter of Credit; or; (viiiix) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (x) any other circumstance or happening whatsoever, whether or not similar to the foregoing; provided, that, notwithstanding the foregoing, an the Issuing Bank shall not be -------- ---- relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.

Indemnification; Nature of the Issuing Banks’ Duties. The obligations of the Borrower hereunder with respect to Letters of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms 48 hereof under all circumstances, including, without limitation, any of the following circumstances: : (i) any lack of validity or enforceability of any Letter of Credit or this Agreement or any agreement or instrument relating thereto; ; (ii) the existence of any claim, setoff, defense or other right which the Borrower or the applicable Subsidiary may have at any time against the beneficiary, or any transferee, of any Letter of Credit, or the Issuing Banks, any Lender, or any other Person; ; (iii) any draft, certificate, or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; ; (iv) any lack of validity, effectiveness, 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; ; (v) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower in respect of the Letters of Credit; ; (vi) any change in the time, manner or place of payment of, or in any other terms of, all or any of the obligations of the Borrower in respect of the Letters of Credit or any other amendment or waiver of or any consent to departure from all or any of this Agreement; ; (vii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that fails to strictly comply with the terms of such Letter of Credit; or or (viii) any misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; provided, that, notwithstanding the foregoing, an Issuing Bank shall not be relieved of any liability it may otherwise have as a result of its gross negligence or willful misconduct.