The Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Lenders from and against any and all claims, demands, liabilities, damages, penalties, interest, judgments, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) that such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (i) the gross negligence or willful misconduct of the Issuing Lender as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) a claim brought by the Borrower against such Issuing Lender for breach in bad faith of its obligations under this Agreement.  This Section 2.9(h)  shall not apply with respect to Taxes other than any Taxes that represent liabilities, damages, penalties, interest, judgments, losses, costs, charges or expenses arising from any non-Tax claim.