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

Indemnity as to Letters of Credit. Each Borrower and each Guarantor hereby agrees to indemnify and hold harmless the Agent, the Letter of Credit Issuer and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Agent, the 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 bad faith of the Agent, the Letter of Credit Issuer or any Lender performing its obligations under this Agreement. Without limiting the foregoing, each Borrower and each Guarantor further agrees to indemnify and hold harmless the Agent, the Letter of Credit Issuer, their respective officers and directors, each person who controls the Agent or the Letter of Credit Issuer within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors 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 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, bad faith or willful misconduct of the Letter of Credit Issuer). The Borrowers, upon demand by the Agent or the Letter of Credit Issuer at any time, shall reimburse the 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. Each The Borrower and each Guarantor hereby agrees to indemnify and hold harmless the AgentIssuing Lender, the Letter of Credit Issuer Administrative Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the AgentIssuing Lender, the Letter of Credit Issuer 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 gross negligence, willful misconduct or bad faith gross negligence of the AgentIssuing Lender, the Letter of Credit Issuer Administrative Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, each the Borrower and each Guarantor further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Letter of Credit Issuer, Lenders and their respective officers and directors, each person Person who controls any of the Agent or the Letter of Credit Issuer 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 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 Letter of Credit Issuer 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, bad faith negligence or willful misconduct of the Letter of Credit IssuerIssuing Lender, the Administrative Agent or a Lender). The Borrowers, Borrower 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. Each The Borrower and each Guarantor hereby agrees to indemnify and hold harmless the Agent, the Letter of Credit Issuer Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Agent, the Letter of Credit Issuer 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 gross negligence, willful misconduct or bad faith gross negligence of the Agent, the Letter of Credit Issuer Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, each the Borrower and each Guarantor further agrees to indemnify and hold harmless the Agent, the Letter of Credit Issuer, their respective its officers and directors, each person who controls the Agent or the Letter of 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 Letter of Credit Issuer 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, bad faith negligence or willful misconduct of the Letter of Credit IssuerAgent). The Borrowers, Borrower upon demand by the Agent or the Letter of Credit Issuer at any time, shall reimburse the 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. Each The Borrower and each Guarantor hereby agrees --------------------------------- to indemnify and hold harmless the Agent, the Letter of Credit Issuer Agent and the Lenders Banks from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Agent, the Letter of Credit Issuer 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 gross negligence, willful misconduct or bad faith gross negligence of the Agent, the Agent or any Bank performing its obligations respecting such Letter of Credit Issuer or any Lender performing its obligations under this Agreement. Without limiting the foregoing, each the Borrower and each Guarantor further agrees to indemnify and hold harmless the Agent, the Letter of Credit Issuer, their respective its officers and directors, each person who controls the Agent or the Letter of 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 Letter of Credit Issuer 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, bad faith negligence or willful misconduct of the Letter of Credit IssuerAgent). The Borrowers, Borrower upon demand by the Agent or the Letter of Credit Issuer at any time, shall reimburse the 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. Each The Borrower and each Guarantor hereby agrees to --------------------------------- indemnify and hold harmless the AgentIssuing Lender, the Letter of Credit Issuer Administrative Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the AgentIssuing Lender, the Letter of Credit Issuer 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 gross negligence, willful misconduct or bad faith gross negligence of the AgentIssuing Lender, the Letter of Credit Issuer Administrative Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, each the Borrower and each Guarantor further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Letter of Credit Issuer, Lenders and their respective officers and directors, each person who controls any of the Agent or the Letter of Credit Issuer 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 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 Letter of Credit Issuer 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, bad faith negligence or willful misconduct of the Letter of Credit IssuerIssuing Lender, the Administrative Agent or a Lender). The Borrowers, Borrower 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. Each The Borrower and each Guarantor hereby agrees to indemnify and hold harmless the AgentIssuing Lender, the Letter of Credit Issuer Administrative Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the AgentIssuing Lender, the Letter of Credit Issuer 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 gross negligence, willful misconduct or bad faith gross negligence of the AgentIssuing Lender, the Letter of Credit Issuer Administrative Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, each the Borrower and each Guarantor further agrees to indemnify and hold harmless the Issuing Lender, the Administrative Agent, the Letter of Credit Issuer, Lenders and their respective officers and directors, each person who controls any of the Agent or the Letter of Credit Issuer 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 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 Letter of Credit Issuer 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, bad faith negligence or willful misconduct of the Letter of Credit IssuerIssuing Lender, the Administrative Agent or a Lender). The Borrowers, Borrower 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. Each The Borrower and each Guarantor hereby agrees to --------------------------------- indemnify and hold harmless the Agent, the Letter of Credit Issuer Administrative Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Agent, the Letter of Credit Issuer 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 gross negligence, willful misconduct or bad faith gross negligence of the Agent, the Letter of Credit Issuer Administrative Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, each the Borrower and each Guarantor further agrees to indemnify and hold harmless the Administrative Agent, the Letter of Credit Issuer, their respective its officers and directors, each person who controls the Administrative Agent or the Letter of 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 Letter of Credit Issuer 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, bad faith negligence or willful misconduct of the Letter of Credit IssuerAdministrative Agent). The Borrowers, Borrower 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. Each The Borrower and each Guarantor --------------------------------- hereby agrees to indemnify and hold harmless the Agent, the Letter of Credit Issuer Agent and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Agent, the Letter of Credit Issuer 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 gross negligence, willful misconduct or bad faith gross negligence of the Agent, the Letter of Credit Issuer Agent or any Lender performing its obligations respecting such Letter of Credit under this Agreement. Without limiting the foregoing, each the Borrower and each Guarantor further agrees to indemnify and hold harmless the Agent, the Letter of Credit Issuer, their respective its officers and directors, each person who controls the Agent or the Letter of 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 Letter of Credit Issuer 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, bad faith negligence or willful misconduct of the Letter of Credit IssuerAgent). The Borrowers, Borrower upon demand by the Agent or the Letter of Credit Issuer at any time, shall reimburse the 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. Each Borrower The Borrowers hereby agree, jointly and each Guarantor hereby agrees severally, to indemnify and hold harmless the Agent, the Letter of Credit Issuer Issuing Lender and the Lenders from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Agent, the Letter of Credit Issuer 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 gross negligence, bad faith or willful misconduct or bad faith of the Agent, the Letter of Credit Issuer Issuing Lender or any Lender performing its obligations under this Agreement. Without limiting the foregoing, each Borrower the Borrowers further agree jointly and each Guarantor further agrees severally to indemnify and hold harmless the AgentIssuing Lender, the Letter of Credit Issuer, their respective its officers and directors, each person who controls the Agent or the Letter of Credit Issuer Issuing Lender within the meaning of Section 15 of the Securities Act of 1933 or any applicable state securities law and their respective successors 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 Letter of Credit Issuer 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 Letter of Credit IssuerIssuing Lender). The Borrowers, upon demand by the Agent or the Letter of Credit Issuer Issuing Lender at any time, shall reimburse the Agent Agent, the Issuing Lender and the Letter of Credit Issuer 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. Each The Borrower and each Guarantor hereby agrees to --------------------------------- indemnify and hold harmless the Agent, the Letter of Credit Issuer Agent and the Lenders Banks from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Agent, the Letter of Credit Issuer 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 gross negligence, willful misconduct or bad faith gross negligence of the Agent, the Agent or any Bank performing its obligations respecting such Letter of Credit Issuer or any Lender performing its obligations under this Agreement. Without limiting the foregoing, each the Borrower and each Guarantor further agrees to indemnify and hold harmless the Agent, the Letter of Credit Issuer, their respective its officers and directors, each person who controls the Agent or the Letter of 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 Letter of Credit Issuer 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, bad faith negligence or willful misconduct of the Letter of Credit IssuerAgent). The Borrowers, Borrower upon demand by the Agent or the Letter of Credit Issuer at any time, shall reimburse the 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.