Common use of Indemnification; Exoneration Clause in Contracts

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE IIIArticle 3, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable such Issuing Bank, as a result of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"“Governmental Acts”).

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTSGovernmental Acts").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the each Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of to the extent resulting from its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"“Governmental Acts”).

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE IIISection 2.20, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Lender and each Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank Lender or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable Issuing BankLender, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTSGovernmental Acts").

Indemnification; Exoneration. (ai) In addition to amounts payable as elsewhere provided in this ARTICLE IIISection 2.17, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Agent, each the Issuing Bank and each Lender Bank from and against any and all liabilities and costs (including, without limitation, reasonable attorneys' fees) which the Agent, such the Issuing Bank or such Lender Bank may incur or be subject to as a consequence, direct or indirect, of (ia) the issuance of any Letter of Credit Credit, other than, in the case of the applicable Issuing Bank, than as a result of its Gross Negligence such Person's gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iib) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTSGovernmental Acts").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE IIIAgreement, the Borrower hereby agrees to protect, indemnify, pay and save harmless the AgentL/C Issuer, each Issuing Bank Lender and each Lender the Agent from and against any and all liabilities and costs which the AgentL/C Issuer, such Issuing Bank any Lender or such Lender the Agent may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable Issuing BankL/C Issuer, as a result of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank L/C Issuer to honor a drawing under a any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO Governmental Authority de facto governmental authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative Agent, such 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE III, the each Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each the Issuing Bank and each Lender from and against any and all liabilities and costs which the Agent, such 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE IIIAgreement, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each Issuing Bank Lender and each Issuing Lender from and against any and all liabilities and costs which the Agent, such any Lender or any 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 other than, in the case of the applicable Issuing BankLender thereof, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank Lender of such Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees Borrowers hereby, jointly and severally, agree to protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"“Governmental Acts”).

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the AgentAgents, each Issuing Bank and each Lender from and against any and all liabilities and costs which the such 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees to ----------- protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender harmless from and against any and all liabilities Liabilities and costs Costs which the Agent, Administrative Agent or such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any the Letter of Credit other than, in the case of the applicable such Issuing Bank, as a result of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, jurisdiction or (ii) the failure of the applicable such Issuing Bank to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTSGovernmental Acts").. -----------------

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Domestic Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative Agent, such 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"“Governmental Acts”).

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby Anixter agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank Banks and each Lender from and against any and all liabilities Liabilities and costs Costs which the Administrative Agent, such any Issuing Bank or such any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable any Issuing Bank, as a result of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, jurisdiction or (ii) the failure of the applicable any Issuing Bank to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTSGovernmental Acts").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of to the extent resulting from its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each the Issuing Bank and each Lender from and against any and all liabilities and costs which the Agent, such 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the AgentAgents, each Issuing Bank and each Lender from and against any and all liabilities and costs which the such 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a 53 court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTSGovernmental Acts").

Indemnification; Exoneration. (a) In a)In addition to amounts payable as elsewhere provided in this ARTICLE IIISECTION 2.20, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Lender and each Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank Lender or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable Issuing BankLender, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Domestic Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative Agent, such 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"“Governmental Acts”).

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of to the extent resulting from its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"“Governmental Acts”).

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of to the extent resulting from its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS"“Governmental Acts”).

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of to the extent resulting from its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this ARTICLE IIIAgreement, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank Lender and each Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank Lender or such any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable Issuing BankLender, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank Lender of a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this ARTICLE Article III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative 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 other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE de jure or DE FACTO de facto Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTSGovernmental Acts").