Common use of Indemnity as to Letters of Credit Clause in Contracts

Indemnity as to Letters of Credit. The Borrower hereby agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Issuing Lender, the Administrative Agent or the Lenders may incur or suffer by reason of or in connection with the execution and delivery or assignment of, or payment under, any Letter of Credit, except only if and to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct or gross negligence of the Issuing Lender, the Administrative Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, the Borrower further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Lenders and their respective officers and directors, each Person who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors and assigns from and against any and all claims, damages, losses, liabilities, costs or expenses, joint or several, to which they or any of them may become subject under any federal or state securities law, rule or regulation, at common law or otherwise, insofar as such claims, damages, losses, liabilities, costs or expenses arise out of or are based upon the execution and delivery by the Issuing Lender of any Letters of Credit or the execution and delivery of any other document in connection therewith (but not including any claims, damages, losses, liabilities, costs or expenses arising from the gross negligence or willful misconduct of the Issuing Lender, the Administrative Agent or a Lender). The Borrower upon demand by the Administrative Agent at any time, shall reimburse the Administrative Agent for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement.

Indemnity as to Letters of Credit. The Each Borrower and each Guarantor hereby agrees to indemnify and hold harmless the Issuing LenderAgent, the Administrative Agent Letter of Credit Issuer and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Issuing LenderAgent, the Administrative Agent Letter of Credit Issuer or the Lenders may incur or suffer by reason of or in connection with the execution and delivery or assignment of, or payment under, any Letter of Credit, except only if and to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the gross negligence, willful misconduct or gross negligence bad faith of the Issuing LenderAgent, the Administrative Agent Letter of Credit Issuer or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, the each Borrower and each Guarantor further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Lenders and Letter of Credit Issuer, their respective officers and directors, each Person person who controls any the Agent or the Letter of the foregoing Credit Issuer within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors and assigns from and against any and all claims, damages, losses, liabilities, costs or expenses, joint or several, to which they or any of them may become subject under any federal Federal or state securities law, rule or regulation, at common law or otherwise, insofar as such claims, damages, losses, liabilities, costs or expenses arise out of or are based upon the execution and delivery by the Issuing Lender Letter of Credit Issuer of any Letters of Credit or the execution and delivery of any other document in connection therewith (but not including any claims, damages, losses, liabilities, costs or expenses arising from the gross negligence negligence, bad faith or willful misconduct of the Issuing Lender, the Administrative Agent or a LenderLetter of Credit Issuer). The Borrower Borrowers, upon demand by the Administrative Agent or the Letter of Credit Issuer at any time, shall reimburse the Administrative Agent and the Letter of Credit Issuer for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement.

Indemnity as to Letters of Credit. The Borrower hereby agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Issuing Lender, the Administrative Agent or the Lenders may incur or suffer by reason of or in connection with the execution and delivery or assignment of, or payment under, any Letter of Credit, except only if and to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct or gross negligence of the Issuing Lender, the Administrative Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, the Borrower further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Lenders and their respective officers and directors, each Person person who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors and assigns from and against any and all claims, damages, losses, liabilities, costs or expenses, joint or several, to which they or any of them may become subject under any federal or state securities law, rule or regulation, at common law or otherwise, insofar as such claims, damages, losses, liabilities, costs or expenses arise out of or are based upon the execution and delivery by the Issuing Lender of any Letters of Credit or the execution and delivery of any other document in connection therewith (but not including any claims, damages, losses, liabilities, costs or expenses arising from the gross negligence or willful misconduct of the Issuing Lender, the Administrative Agent or a Lender). The Borrower upon demand by the Administrative Agent at any time, shall reimburse the Administrative Agent for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement.

Indemnity as to Letters of Credit. The Borrower hereby agrees to --------------------------------- indemnify and hold harmless the Issuing Lender, the Administrative Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Issuing Lender, the Administrative Agent or the Lenders may incur or suffer by reason of or in connection with the execution and delivery or assignment of, or payment under, any Letter of Credit, except only if and to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct or gross negligence of the Issuing Lender, the Administrative Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, the Borrower further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Lenders and their respective its officers and directors, each Person person who controls any of the foregoing Administrative Agent within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors and assigns from and against any and all claims, damages, losses, liabilities, costs or expenses, joint or several, to which they or any of them may become subject under any federal or state securities law, rule or regulation, at common law or otherwise, insofar as such claims, damages, losses, liabilities, costs or expenses arise out of or are based upon the execution and delivery by the Issuing Lender Administrative Agent of any Letters of Credit or the execution and delivery of any other document in connection therewith (but not including any claims, damages, losses, liabilities, costs or expenses arising from the gross negligence or willful misconduct of the Issuing Lender, the Administrative Agent or a LenderAgent). The Borrower upon demand by the Administrative Agent at any time, shall reimburse the Administrative Agent for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement.

Indemnity as to Letters of Credit. The Borrower hereby agrees --------------------------------- to indemnify and hold harmless the Issuing Lender, the Administrative Agent and the Lenders Banks from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Issuing Lender, the Administrative Agent or the Lenders Banks may incur or suffer by reason of or in connection with the execution and delivery or assignment of, or payment under, any Letter of Credit, except only if and to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct or gross negligence of the Issuing Lender, the Administrative Agent or any Lender Bank performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, the Borrower further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Lenders and their respective its officers and directors, each Person person who controls any of the foregoing Agent within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors and assigns from and against any and all claims, damages, losses, liabilities, costs or expenses, joint or several, to which they or any of them may become subject under any federal or state securities law, rule or regulation, at common law or otherwise, insofar as such claims, damages, losses, liabilities, costs or expenses arise out of or are based upon the execution and delivery by the Issuing Lender Agent of any Letters of Credit or the execution and delivery of any other document in connection therewith (but not including any claims, damages, losses, liabilities, costs or expenses arising from the gross negligence or willful misconduct of the Issuing Lender, the Administrative Agent or a LenderAgent). The Borrower upon demand by the Administrative Agent at any time, shall reimburse the Administrative Agent for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement.

Indemnity as to Letters of Credit. The Borrower Borrowers hereby agrees agree, jointly and severally, to indemnify and hold harmless the Issuing LenderAgent, the Administrative Agent Issuing Lender and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Issuing LenderAgent, the Administrative Agent Issuing Lender or the Lenders may incur or suffer by reason of or in connection with the execution and delivery or assignment of, or payment under, any Letter of Credit, except only if and to the extent that any such claim, damage, loss, liability, cost or expense shall be found by a court of final determination to have been caused by the bad faith or willful misconduct or gross negligence of the Issuing LenderAgent, the Administrative Agent Issuing Lender or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, the Borrower Borrowers further agrees agree jointly and severally to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Lenders and their respective its officers and directors, each Person person who controls any of the foregoing Issuing Lender within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors and assigns from and against any and all claims, damages, losses, liabilities, costs or expenses, joint or several, to which they or any of them may become subject under any federal Federal or state securities law, rule or regulation, at common law or otherwise, insofar as such claims, damages, losses, liabilities, costs or expenses arise out of or are based upon the execution and delivery by the Issuing Lender of any Letters of Credit or the execution and delivery of any other document in connection therewith (but not including any claims, damages, losses, liabilities, costs or expenses arising from which a court of final determination finds has been caused by the gross negligence bad faith or willful misconduct of the Issuing Lender, the Administrative Agent or a Lender). The Borrower Borrowers, upon demand by the Administrative Agent Issuing Lender at any time, shall reimburse the Administrative Agent Agent, the Issuing Lender and the Lenders for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement.

Indemnity as to Letters of Credit. The Borrower hereby agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Issuing Lender, the Administrative Agent or the Lenders may incur or suffer by reason of or in connection with the execution and delivery or assignment of, or payment under, any Letter of Credit, except only if and to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct or gross negligence of the Issuing Lender, the Administrative Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, the Borrower further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Lenders and their respective its officers and directors, each Person person who controls any of the foregoing Agent within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors and assigns from and against any and all claims, damages, losses, liabilities, costs or expenses, joint or several, to which they or any of them may become subject under any federal or state securities law, rule or regulation, at common law or otherwise, insofar as such claims, damages, losses, liabilities, costs or expenses arise out of or are based upon the execution and delivery by the Issuing Lender Agent of any Letters of Credit or the execution and delivery of any other document in connection therewith (but not including any claims, damages, losses, liabilities, costs or expenses arising from the gross negligence or willful misconduct of the Issuing Lender, the Administrative Agent or a LenderAgent). The Borrower upon demand by the Administrative Agent at any time, shall reimburse the Administrative Agent for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement.

Indemnity as to Letters of Credit. The Borrower hereby agrees to --------------------------------- indemnify and hold harmless the Issuing Lender, the Administrative Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Issuing Lender, the Administrative Agent or the Lenders may incur or suffer by reason of or in connection with the execution and delivery or assignment of, or payment under, any Letter of Credit, except only if and to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct or gross negligence of the Issuing Lender, the Administrative Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, the Borrower further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Lenders and their respective officers and directors, each Person person who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors and assigns from and against any and all claims, damages, losses, liabilities, costs or expenses, joint or several, to which they or any of them may become subject under any federal or state securities law, rule or regulation, at common law or otherwise, insofar as such claims, damages, losses, liabilities, costs or expenses arise out of or are based upon the execution and delivery by the Issuing Lender of any Letters of Credit or the execution and delivery of any other document in connection therewith (but not including any claims, damages, losses, liabilities, costs or expenses arising from the gross negligence or willful misconduct of the Issuing Lender, the Administrative Agent or a Lender). The Borrower upon demand by the Administrative Agent at any time, shall reimburse the Administrative Agent for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement.

Indemnity as to Letters of Credit. The Borrower --------------------------------- hereby agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Issuing Lender, the Administrative Agent or the Lenders may incur or suffer by reason of or in connection with the execution and delivery or assignment of, or payment under, any Letter of Credit, except only if and to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct or gross negligence of the Issuing Lender, the Administrative Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, the Borrower further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Lenders and their respective its officers and directors, each Person person who controls any of the foregoing Agent within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors and assigns from and against any and all claims, damages, losses, liabilities, costs or expenses, joint or several, to which they or any of them may become subject under any federal or state securities law, rule or regulation, at common law or otherwise, insofar as such claims, damages, losses, liabilities, costs or expenses arise out of or are based upon the execution and delivery by the Issuing Lender Agent of any Letters of Credit or the execution and delivery of any other document in connection therewith (but not including any claims, damages, losses, liabilities, costs or expenses arising from the gross negligence or willful misconduct of the Issuing Lender, the Administrative Agent or a LenderAgent). The Borrower upon demand by the Administrative Agent at any time, shall reimburse the Administrative Agent for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement.

Indemnity as to Letters of Credit. The Borrower hereby agrees to --------------------------------- indemnify and hold harmless the Issuing Lender, the Administrative Agent and the Lenders Banks from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Issuing Lender, the Administrative Agent or the Lenders Banks may incur or suffer by reason of or in connection with the execution and delivery or assignment of, or payment under, any Letter of Credit, except only if and to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct or gross negligence of the Issuing Lender, the Administrative Agent or any Lender Bank performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, the Borrower further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Lenders and their respective its officers and directors, each Person person who controls any of the foregoing Agent within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors and assigns from and against any and all claims, damages, losses, liabilities, costs or expenses, joint or several, to which they or any of them may become subject under any federal or state securities law, rule or regulation, at common law or otherwise, insofar as such claims, damages, losses, liabilities, costs or expenses arise out of or are based upon the execution and delivery by the Issuing Lender Agent of any Letters of Credit or the execution and delivery of any other document in connection therewith (but not including any claims, damages, losses, liabilities, costs or expenses arising from the gross negligence or willful misconduct of the Issuing Lender, the Administrative Agent or a LenderAgent). The Borrower upon demand by the Administrative Agent at any time, shall reimburse the Administrative Agent for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement.