Indemnification; Expenses. (i) The Company hereby indemnifies and holds harmless each Bank (including each Issuing Bank) 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 2.15]; provided that the Company shall not be required to indemnify any Bank or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses, to the extent finally determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such Person.

The CompanyBorrower hereby indemnifies and holds harmless each BankLender (including each Issuing Bank)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[Section 2.15]18]; provided that the CompanyBorrower shall not be required to indemnify any BankLender, or the Administrative AgentAgent, for any claims, damages, losses, liabilities, costs or expenses, to the extent finally determinedfound by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such Person.

Indemnification; Expenses. (i) The CompanyExoneration. In addition to amounts payable as elsewhere provided in this [Article III], each Borrower hereby indemnifiesagrees to protect, indemnify, pay and holdssave harmless each Bank (includingthe Administrative Agent, each Issuing Bank)Bank and the Administrative Agenteach Lender from and against any and all claims, damages, losses, liabilities,liabilities and costs which the Administrative Agent, any Issuing Bank or expenses which itsuch Lender may reasonably incur or be subject to as a consequence, direct or indirect, of # the issuance of any Letter of Credit other than, in connection withthe case of an Issuing Bank, to the extent resulting from its gross negligence or willful misconduct, or # the failure of an Issuing Bank to honor a drawing under a Letter of Credit issued pursuant to this ‎[Section 2.15]; provided that the Company shall not be required to indemnifyas a result of any Bankact or the Administrative Agent foromission, whether rightful or wrongful, of any claims, damages, losses, liabilities, costspresent or expenses, to the extent finally determined by a court of competent jurisdiction to have been caused by the gross negligencefuture de jure or willful misconduct ofde facto Governmental Authority (all such Person.acts or omissions herein called “Governmental Acts”).

Indemnification; Expenses. (i) The CompanyExoneration. In addition to amounts payable as elsewhere provided in this [Article III], each Borrower hereby indemnifiesagrees to protect, indemnify, pay and holdssave harmless each Bank (includingthe Administrative Agent, each Issuing Bank)Bank and the Administrative Agenteach Lender from and against any and all claims, damages, losses, liabilities,liabilities and costs which the Administrative Agent, any Issuing Bank or expenses which itsuch Lender may reasonably incur or be subject to as a consequence, direct or indirect, of # the issuance of any Letter of Credit other than, in connection withthe case of an Issuing Bank, to the extent resulting from its gross negligence or willful misconduct, or # the failure of an Issuing Bank to honor a drawing under a Letter of Credit issued pursuant to this ‎[Section 2.15]; provided that the Company shall not be required to indemnifyas a result of any Bankact or the Administrative Agent foromission, whether rightful or wrongful, of any claims, damages, losses, liabilities, costspresent or expenses, to the extent finally determined by a court of competent jurisdiction to have been caused by the gross negligencefuture de jure or willful misconduct ofde facto Governmental Authority (all such Person.acts or omissions herein called “Governmental Acts”).

Each Borrower hereby indemnifies and holds harmless each BankLender (including each Issuing Bank)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 issuedissued, renewed or extended pursuant to this ‎[Section[Section 2.15];18], including those incurred in connection with proceedings brought or threatened by the Company or any of its affiliates, equity holders or creditors; provided that the CompanyBorrower shall not be required to indemnify any BankLender or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses,expenses to the extent finally determinedfound by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of such Person.final,