Common use of Indemnification; Expenses Clause in Contracts

Indemnification; Expenses. (i) The Borrower hereby indemnifies and holds harmless each Lender (including each Issuing Lender) and the Administrative Agent from and against any and all claims, damages, losses, liabilities, costs or expenses which it may reasonably incur in connection with a Letter of Credit issued pursuant to this Section 2.16; provided that the Borrower shall not be required to indemnify any Lender (including the Issuing Lender) or the Administrative Agent, for any claims, damages, losses, liabilities, costs or expenses (i) to the extent such indemnification relates to relationships between or among each of, or any of, the Lenders (including each Issuing Lender), the Administrative Agent or any Assignee or Participant and does not involve any act or omission by the Borrower or (ii) to the extent found by a court of competent jurisdiction by final and nonappealable judgment to have been caused by the gross negligence or willful misconduct of such Person or the bad faith breach by such Person of any of its material obligations hereunder.