Without duplication of any obligation of the Borrower under Section 9.05 , in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, defend, pay and save harmless the Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by the Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of the Issuing Bank (as determined by a court of competent jurisdiction by final and nonappealable judgment) or (2) the wrongful dishonor by the Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of the Issuing Bank to honor a drawing under any Letter of Credit as a result of any Governmental Act. The indemnity and other obligations of the Borrower under this Section 2.04 shall not apply with respect to Taxes, other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim.