Common use of Expenses of the Banks; Indemnity Clause in Contracts

Expenses of the Banks; Indemnity. (a) The Borrowers agree to pay all reasonable out-of-pocket expenses reasonably incurred by the Agent and the Floor Plan Agent in connection with the preparation of this Agreement, the Notes and the other Loan Documents or with any amendments, modifications or waivers of the provisions hereof (whether or not the transactions hereby contemplated shall be consummated) or reasonably incurred by the Agent, the Floor Plan Agent or any Bank in connection with the enforcement or protection of their rights in connection with this Agreement or with the Loans made or the Notes issued hereunder, including the reasonable fees and disbursements of Jackxxx Xxxxxx X.X.P., special counsel for the Agent and Bodmxx, Xxngxxx & Xahlxxx, XXP, special counsel for the Floor Plan Agent, and, in connection with such enforcement or protection, the reasonable fees and disbursements of other counsel for any Bank, including allocated staff counsel costs for any Bank that elects to use the services of staff counsel in lieu of outside counsel. The Borrowers agree to indemnify the Banks from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of this Agreement or any of the Notes or other Loan Documents. (b) The Borrowers agree to indemnify the Agent, the Floor Plan Agent and the Banks and their Affiliates, directors, officers, employees and agents (each such Person being called an "Indemnitee") against, and to hold the Banks and such other Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees and expenses, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution and delivery of this Agreement and the other Loan Documents contemplated hereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including the making of the Commitment of each Bank) and consummation of the transactions contemplated hereby and thereby, (ii) the use of proceeds of the Loans or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Bank, apply to any such losses, claims, damages, liabilities or related expenses that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The Borrowers agree, however, that they expressly intend to indemnify each Indemnitee from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses arising out of the 101 102 ordinary sole or contributory negligence of such Indemnitee, but not the gross negligence or willful misconduct of such Indemnitee or to any of the foregoing arising solely by reason of claims between the Lenders or any Lender and the Agent or the Floor Plan Agent. (c) The provisions of this Section 13.4 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the invalidity or unenforceability of any term or provision of this Agreement or any Note, or any investigation made by or on behalf of any Bank. All amounts due under this Section 13.4 shall be payable within ten (10) days following receipt by the Company of a detailed invoice or statement setting forth in reasonable detail the basis of such claim and the amounts so expended or lost or the amount of damages so incurred. (d) No Indemnitee may settle any claim to be indemnified without prior written notice to the Company; provided however, failure to provide such prior written notice shall in no way affect the settlement of such claims. (e) In the case of any indemnification hereunder, the Indemnitee shall give notice to the Company of any such claim or demand being made against the Indemnitee and the Company may participate in such proceeding at its own expense if legal counsel to the Company is acceptable to the Agent.

Expenses of the Banks; Indemnity. (a) The Borrowers agree FI and FCX agree, jointly and severally, to pay all reasonable out-of-pocket expenses reasonably incurred by the Agent and the Floor Plan Agent Agents in connection with the preparation and administration of this Agreement, the Promissory Notes and the other Loan Documents or with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or reasonably incurred by the Agent, the Floor Plan Agent Agents or any Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or with the Loans made or the Promissory Notes issued hereunderhereunder (whether through negotiations, including legal proceedings or otherwise), including, but not limited to, the reasonable fees and disbursements of Jackxxx Xxxxxx X.X.P.Cravath, Swaine & Moore, special counsel for the Agent Agents, and BodmxxMocxxxx, Xxngxxx Karuwin & Xahlxxx, XXPKomar, special Indonesian counsel for to the Floor Plan AgentAgentx, andxxd, in connection with such enforcement or protection, the reasonable fees and disbursements of other counsel for any Bank, including allocated staff counsel costs for any Bank . FI and FCX further jointly and severally agree that elects to use the services of staff counsel in lieu of outside counsel. The Borrowers agree to they shall indemnify the Banks Banks, the FI Trustee and the Agents from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of or in connection with the performance of this Agreement Agreement, any of the Promissory Notes or any of the Notes or other Loan Documents. (b) The Borrowers . Further, FI and FCX jointly and severally agree to pay, and to protect, indemnify the and save harmless each Bank, each Agent, the Floor Plan Agent FI Trustee and the Banks and each of their Affiliatesrespective officers, directors, officersshareholders, employees employees, agents and agents (each such Person being called an "Indemnitee") servants from and against, and to hold the Banks and such other Indemnitee harmless from, any and all losses, claimsliabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, liabilities and related expensescosts or expenses (including, including reasonable counsel without limitation, attorneys' fees and expenses) in connection with any investigative, incurred by administrative or asserted against judicial proceeding, whether or not such Bank or Agent or the FI Trustee shall be designated a party thereto of any Indemnitee nature arising out of, in any way connected with, from or as a result of relating to (i) the execution and or delivery of this Agreement and the or any other Loan Documents Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including or the making of the Commitment of each Bank) and consummation of the transactions contemplated hereby and thereby, thereby (including the Restructuring and the RTZ Transactions) or (ii) the use of the proceeds of the Loans Loans; and FI and FCX also jointly and severally agree to pay, and to protect, indemnify and save harmless each Bank, each Agent, the FI Trustee and each of their respective officers, directors, shareholders, employees, agents and servants from and against, any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses (iii) including, without limitation, attorneys' fees and expenses in connection with any claiminvestigative, litigation, investigation administrative or proceeding relating to any of the foregoingjudicial proceeding, whether or not any Indemnitee is such Bank or Agent or the FI Trustee shall be designated a party thereto) of any nature arising from or relating to any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by FI and FCX or any of the Subsidiaries, or any Environmental Claim related in any way to FI or FCX or the Subsidiaries or arising from or in connection with the environmental due diligence summary memorandum referred to in Section 6.1(a)(xii); provided that any such indemnity referred to in this sentence shall not, as to any Bankindemnified Person, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses that are determined by a court of competent jurisdiction by final and nonappealable non appealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemniteeindemnified Person. The Borrowers agreeIf any action, however, that they expressly intend to indemnify each Indemnitee suit or proceeding arising from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses arising out of the 101 102 ordinary sole or contributory negligence of such Indemnitee, but not the gross negligence or willful misconduct of such Indemnitee or to any of the foregoing arising solely is brought against any Bank, any Agent, the FI Trustee or other Person indemnified or intended to be indemnified pursuant to this Section 10.4, FI and FCX, to the extent and in the manner directed by reason of claims between such indemnified party, will resist and defend such action, suit or proceeding or cause the Lenders same to be resisted and defended by counsel designated by FI and FCX (which counsel shall be satisfactory to such Bank, such Agent, the FI Trustee or other Person indemnified or intended to be indemnified). If FI or FCX shall fail to do any act or thing which it has covenanted to do hereunder or any Lender representation or warranty on the part of FI or FCX contained in this Agreement shall be breached, any Bank, the FI Trustee or any Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by any Bank, the FI Trustee or any Agent shall be repayable to it by FI and FCX immediately upon such Bank's, the FI Trustee's or the Floor Plan such Agent's demand therefor. (cb) The provisions of this Section 13.4 10.4 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the LoansLoans or any Promissory Notes, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Loan Document or any Promissory Note, or any investigation made by or on behalf of any Bank, the FI Trustee or any Agent. All amounts due under this Section 13.4 10.4 shall be payable within ten (10) days following receipt by the Company of a detailed invoice or statement setting forth in reasonable detail the basis of such claim and the amounts so expended or lost or the amount of damages so incurredon written demand therefor. (d) No Indemnitee may settle any claim to be indemnified without prior written notice to the Company; provided however, failure to provide such prior written notice shall in no way affect the settlement of such claims. (e) In the case of any indemnification hereunder, the Indemnitee shall give notice to the Company of any such claim or demand being made against the Indemnitee and the Company may participate in such proceeding at its own expense if legal counsel to the Company is acceptable to the Agent.

Expenses of the Banks; Indemnity. (a) The Borrowers agree agree, jointly and severally, to pay all reasonable out-of-pocket expenses reasonably incurred by the Agent and the Floor Plan Agent Agents in connection with the preparation and administration of this Agreement, the Promissory Notes and the other Loan Documents or with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or reasonably incurred by the Agent, the Floor Plan Agent Agents or any Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or with the Loans made or the Promissory Notes issued hereunderhereunder (whether through negotiations, including legal proceedings or otherwise), including, but not limited to, the reasonable fees and disbursements of Jackxxx Xxxxxx X.X.P.Cravath, Swaine & Mxxxx, special counsel for the Agent Agents, and BodmxxMochtar, Xxngxxx Karuwin & Xahlxxx, XXPKxxxx, special Indonesian counsel for to the Floor Plan AgentAgents, and, in connection with such enforcement or protection, the reasonable fees and disbursements of other counsel for any Bank, including allocated staff counsel costs for any Bank that elects to use the services of staff counsel in lieu of outside counsel. The Borrowers further jointly and severally agree to that they shall indemnify the Banks Banks, the FI Trustee and the Agents from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of or in connection with the performance of this Agreement Agreement, any of the Promissory Notes or any of the Notes or other Loan Documents. (b) The . Further, the Borrowers jointly and severally agree to pay, and to protect, indemnify the and save harmless each Bank, each Agent, the Floor Plan Agent FI Trustee and the Banks and each of their Affiliatesrespective officers, directors, officersshareholders, employees employees, agents and agents (each such Person being called an "Indemnitee") servants from and against, and to hold the Banks and such other Indemnitee harmless from, any and all losses, claimsliabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, liabilities and related expensescosts or expenses (including, including reasonable counsel without limitation, attorneys' fees and expenses) in connection with any investigative, incurred by administrative or asserted against judicial proceeding, whether or not such Bank or Agent or the FI Trustee shall be designated a party thereto of any Indemnitee nature arising out of, in any way connected with, from or as a result of relating to (i) the execution and or delivery of this Agreement and the or any other Loan Documents Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including or the making of the Commitment of each Bank) and consummation of the transactions contemplated hereby and thereby, thereby (including the Restructuring and the RTZ Transactions) or (ii) the use of the proceeds of the Loans Loans; and the Borrowers also jointly and severally agree to pay, and to protect, indemnify and save harmless each Bank, each Agent, the FI Trustee and each of their respective officers, directors, shareholders, employees, agents and servants from and against, any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses (iii) including, without limitation, attorneys' fees and expenses in connection with any claiminvestigative, litigation, investigation administrative or proceeding relating to any of the foregoingjudicial proceeding, whether or not any Indemnitee is such Bank or Agent or the FI Trustee shall be designated a party thereto) of any nature arising from or relating to any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by the Borrowers or any of the Subsidiaries, or any Environmental Claim related in any way to the Borrowers or the Subsidiaries or arising from or in connection with the environmental due diligence summary memorandum referred to in Section 6.1(a)(xii); provided that any such indemnity referred to in this sentence shall not, as to any Bankindemnified Person, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses that are determined by a court of competent jurisdiction by final and nonappealable non appealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemniteeindemnified Person. The Borrowers agreeIf any action, however, that they expressly intend to indemnify each Indemnitee suit or proceeding arising from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses arising out of the 101 102 ordinary sole or contributory negligence of such Indemnitee, but not the gross negligence or willful misconduct of such Indemnitee or to any of the foregoing arising solely is brought against any Bank, any Agent, the FI Trustee or other Person indemnified or intended to be indemnified pursuant to this Section 10.4, the Borrowers, to the extent and in the manner directed by reason of claims between such indemnified party, will resist and defend such action, suit or proceeding or cause the Lenders same to be resisted and defended by counsel designated by the Borrowers (which counsel shall be satisfactory to such Bank, such Agent, the FI Trustee or other Person indemnified or intended to be indemnified). If the Borrowers shall fail to do any act or thing which it has covenanted to do hereunder or any Lender representation or warranty on the part of the Borrowers contained in this Agreement shall be breached, any Bank, the FI Trustee or any Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by any Bank, the FI Trustee or any Agent shall be repayable to it by the Borrowers immediately upon such Bank's, the FI Trustee's or the Floor Plan such Agent's demand therefor. (cb) The provisions of this Section 13.4 10.4 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the LoansLoans or any Promissory Notes, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Loan Document or any Promissory Note, or any investigation made by or on behalf of any Bank, the FI Trustee or any Agent. All amounts due under this Section 13.4 10.4 shall be payable within ten (10) days following receipt by the Company of a detailed invoice or statement setting forth in reasonable detail the basis of such claim and the amounts so expended or lost or the amount of damages so incurredon written demand therefor. (d) No Indemnitee may settle any claim to be indemnified without prior written notice to the Company; provided however, failure to provide such prior written notice shall in no way affect the settlement of such claims. (e) In the case of any indemnification hereunder, the Indemnitee shall give notice to the Company of any such claim or demand being made against the Indemnitee and the Company may participate in such proceeding at its own expense if legal counsel to the Company is acceptable to the Agent.

Expenses of the Banks; Indemnity. (a) The Borrowers Borrower and FTX, jointly and severally, agree to pay all reasonable out-of-pocket expenses reasonably incurred by the Agent and the Floor Plan Agent Agents in connection with the preparation and administration of this Agreement, the Promissory Notes and the other Loan Documents or with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or reasonably incurred by the Agent, the Floor Plan Agent Agents or any Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or with the Loans made or the Promissory Notes issued hereunderhereunder (whether through negotiations, including legal proceedings or otherwise), including, but not limited to, the reasonable fees and disbursements of Jackxxx Xxxxxx X.X.P.Cravath, Swaine & Xxxxx, special counsel for the Agent and Bodmxx, Xxngxxx & Xahlxxx, XXP, special counsel for the Floor Plan AgentAgents, and, in connection with such enforcement or protection, the reasonable fees and disbursements of other counsel for any Bank, including allocated staff counsel costs for any Bank that elects to use the services of staff counsel in lieu of outside counsel. The Borrowers Borrower and FTX, jointly and severally, further agree to that they shall indemnify the Banks and the Agents from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of or in connection with the performance of this Agreement Agreement, any of the Promissory Notes or any of the Notes or other Loan Documents. (b) The Borrowers . Further, the Borrower and FTX, jointly and severally, agree to pay, and to protect, indemnify the Agentand save harmless each Bank, the Floor Plan each Agent and the Banks and each of their Affiliatesrespective officers, directors, officersshareholders, employees employees, agents and agents (each such Person being called an "Indemnitee") servants from and against, and to hold the Banks and such other Indemnitee harmless from, any and all losses, claimsliabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, liabilities and related expensescosts or expenses (including, including reasonable counsel without limitation, attorneys' fees and expenses) in connection with any investigative, incurred by administrative or asserted against judicial proceeding, whether or not such Bank or Agent shall be designated a party thereto of any Indemnitee nature arising out of, in any way connected with, from or as a result of relating to (i) the execution and or delivery of this Agreement and the or any other Loan Documents Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including or the making of the Commitment of each Bank) and consummation of the transactions contemplated hereby and thereby, thereby (including the Restructuring) or (ii) the use of the proceeds of the Loans Loans; and the Borrower also agrees to pay, and to protect, indemnify and save harmless each Bank, each Agent and each of their respective officers, directors, shareholders, employees, agents and servants from and against, any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses (iii) including, without limitation, attorneys' fees and expenses in connection with any claiminvestigative, litigation, investigation administrative or proceeding relating to any of the foregoingjudicial proceeding, whether or not any Indemnitee is such Bank or Agent shall be designated a party thereto) of any nature arising from or relating to any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Claim related in any way to the Borrower or the Subsidiaries or arising from or in connection with the environmental due diligence summary memorandum referred to in paragraph (m) of Article IV of the FTX Credit Agreement; provided that any such indemnity referred to in this sentence shall not, as to any Bankindemnified Person, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses that are determined by a court of competent jurisdiction by final and nonappealable non appealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemniteeindemnified Person. The Borrowers agreeIf any action, however, that they expressly intend to indemnify each Indemnitee suit or proceeding arising from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses arising out of the 101 102 ordinary sole or contributory negligence of such Indemnitee, but not the gross negligence or willful misconduct of such Indemnitee or to any of the foregoing arising solely is brought against any Bank, Agent or other Person indemnified or intended to be indemnified pursuant to this Section 9.4, the Borrower and FTX, jointly and severally, to the extent and in the manner directed by reason of claims between such indemnified party, will resist and defend such action, suit or proceeding or cause the Lenders same to be resisted and defended by counsel designated by the Borrower (which counsel shall be satisfactory to such Bank, Agent or other Person indemnified or intended to be indemnified). If the Borrower or FTX shall fail to do any act or thing which it has covenanted to do hereunder or any Lender representation or warranty on the part of the Borrower, FTX or FCX contained in this Agreement shall be breached, any Bank or Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by any Bank or Agent shall be repayable to it by the Agent Borrower and FTX, jointly and severally, immediately upon such Bank's or the Floor Plan such Agent's demand therefor. (cb) The provisions of this Section 13.4 9.4 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the LoansLoans or any Promissory Notes, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Loan Document or any Promissory Note, or any investigation made by or on behalf of any BankBank or any Agent. All amounts due under this Section 13.4 9.4 shall be payable within ten (10) days following receipt by the Company of a detailed invoice or statement setting forth in reasonable detail the basis of such claim and the amounts so expended or lost or the amount of damages so incurredon written demand therefor. (d) No Indemnitee may settle any claim to be indemnified without prior written notice to the Company; provided however, failure to provide such prior written notice shall in no way affect the settlement of such claims. (e) In the case of any indemnification hereunder, the Indemnitee shall give notice to the Company of any such claim or demand being made against the Indemnitee and the Company may participate in such proceeding at its own expense if legal counsel to the Company is acceptable to the Agent.

Expenses of the Banks; Indemnity. (a) The Borrowers agree agree, jointly and severally, to pay all reasonable out-of-pocket expenses reasonably incurred by the Agent and the Floor Plan Agent Agents in connection with the preparation and administration of this Agreement, the Promissory Notes and the other Loan Documents or with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or reasonably incurred by the Agent, the Floor Plan Agent Agents or any Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or with the Loans made or the Promissory Notes issued hereunderhereunder (whether through negotiations, including legal proceedings or otherwise), including, but not limited to, the reasonable fees and disbursements of Jackxxx Xxxxxx X.X.P.Cravath, Swaine & Mxxxx, special counsel for the Agent and Bodmxx, Xxngxxx & Xahlxxx, XXP, special counsel for the Floor Plan AgentAgents, and, in connection with such enforcement or protection, the reasonable fees and disbursements of other counsel for any Bank, including allocated staff counsel costs for any Bank that elects to use the services of staff counsel in lieu of outside counsel. The Borrowers further jointly and severally agree to that they shall indemnify the Banks and the Agents from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of or in connection with the performance of this Agreement Agreement, any of the Promissory Notes or any of the Notes or other Loan Documents. (b) The . Further, the Borrowers jointly and severally agree to pay, and to protect, indemnify the Agentand save harmless each Bank, the Floor Plan each Agent and the Banks and each of their Affiliatesrespective officers, directors, officersshareholders, employees employees, agents and agents (each such Person being called an "Indemnitee") servants from and against, and to hold the Banks and such other Indemnitee harmless from, any and all losses, claimsliabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, liabilities and related expensescosts or expenses (including, including reasonable counsel without limitation, attorneys' fees and expenses) in connection with any investigative, incurred by administrative or asserted against judicial proceeding, whether or not such Bank or Agent shall be designated a party thereto of any Indemnitee nature arising out of, in any way connected with, from or as a result of relating to (i) the execution and or delivery of this Agreement and the or any other Loan Documents Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including or the making of the Commitment of each Bank) and consummation of the transactions contemplated hereby and thereby, thereby (including the Restructuring) or (ii) the use of the proceeds of the Loans Loans; and the Borrowers also jointly and severally agree to pay, and to protect, indemnify and save harmless each Bank, each Agent and each of their respective officers, directors, shareholders, employees, agents and servants from and against, any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses (iii) including, without limitation, attorneys' fees and expenses in connection with any claiminvestigative, litigation, investigation administrative or proceeding relating to any of the foregoingjudicial proceeding, whether or not any Indemnitee is such Bank or Agent shall be designated a party thereto) of any nature arising from or relating to any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by IMC-Agrico, the Borrowers or any of the Subsidiaries, or any Environmental Claim related in any way to IMC-Agrico, the Borrowers or the Subsidiaries or arising from or in connection with the environmental due diligence summary memorandum referred to in paragraph (m) of Article IV; provided that any such indemnity referred to in this sentence shall not, as to any Bankindemnified Person, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses that are determined by a court of competent jurisdiction by final and nonappealable non appealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemniteeindemnified Person. The Borrowers agreeIf any action, however, that they expressly intend to indemnify each Indemnitee suit or proceeding arising from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses arising out of the 101 102 ordinary sole or contributory negligence of such Indemnitee, but not the gross negligence or willful misconduct of such Indemnitee or to any of the foregoing arising solely is brought against any Bank, Agent or other Person indemnified or intended to be indemnified pursuant to this Section 9.4, the Borrowers, to the extent and in the manner directed by reason of claims between such indemnified party, will resist and defend such action, suit or proceeding or cause the Lenders same to be resisted and defended by counsel designated by the Borrowers (which counsel shall be satisfactory to such Bank, Agent or other Person indemnified or intended to be indemnified). If the Borrowers shall fail to do any act or thing which it has covenanted to do hereunder or any Lender representation or warranty on the part of the Borrowers contained in this Agreement shall be breached, any Bank or Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by any Bank or Agent shall be repayable to it by the Agent Borrowers immediately upon such Bank's or the Floor Plan such Agent's demand therefor. (cb) The provisions of this Section 13.4 9.4 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the LoansLoans or any Promissory Notes, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Loan Document or any Promissory Note, or any investigation made by or on behalf of any BankBank or any Agent. All amounts due under this Section 13.4 9.4 shall be payable within ten (10) days following receipt by the Company of a detailed invoice or statement setting forth in reasonable detail the basis of such claim and the amounts so expended or lost or the amount of damages so incurredon written demand therefor. (d) No Indemnitee may settle any claim to be indemnified without prior written notice to the Company; provided however, failure to provide such prior written notice shall in no way affect the settlement of such claims. (e) In the case of any indemnification hereunder, the Indemnitee shall give notice to the Company of any such claim or demand being made against the Indemnitee and the Company may participate in such proceeding at its own expense if legal counsel to the Company is acceptable to the Agent.

Expenses of the Banks; Indemnity. (a) The Borrowers agree agree, jointly and severally, to pay all reasonable out-of-pocket expenses reasonably incurred by the Agent and the Floor Plan Agent Agents in connection with the preparation and administration of this Agreement, the Promissory Notes and the other Loan Documents or with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or reasonably incurred by the Agent, the Floor Plan Agent Agents or any Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or with the Loans made or the Promissory Notes issued hereunderhereunder (whether through negotiations, including legal proceedings or otherwise), including, but not limited to, the reasonable fees and disbursements of Jackxxx Xxxxxx X.X.P.Cravath, Swaine & Xxxxx, special counsel for the Agent and Bodmxx, Xxngxxx & Xahlxxx, XXP, special counsel for the Floor Plan AgentAgents, and, in connection with such enforcement or protection, the reasonable fees and disbursements of other counsel for any Bank, including allocated staff counsel costs for any Bank that elects to use the services of staff counsel in lieu of outside counsel. The Borrowers further jointly and severally agree to that they shall indemnify the Banks and the Agents from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of or in connection with the performance of this Agreement Agreement, any of the Promissory Notes or any of the Notes or other Loan Documents. (b) The . Further, the Borrowers jointly and severally agree to pay, and to protect, indemnify the Agentand save harmless each Bank, the Floor Plan each Agent and the Banks and each of their Affiliatesrespective officers, directors, officersshareholders, employees employees, agents and agents (each such Person being called an "Indemnitee") servants from and against, and to hold the Banks and such other Indemnitee harmless from, any and all losses, claimsliabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, liabilities and related expensescosts or expenses (including, including reasonable counsel without limitation, attorneys' fees and expenses) in connection with any investigative, incurred by administrative or asserted against judicial proceeding, whether or not such Bank or Agent shall be designated a party thereto of any Indemnitee nature arising out of, in any way connected with, from or as a result of relating to (i) the execution and or delivery of this Agreement and the or any other Loan Documents Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including or the making of the Commitment of each Bank) and consummation of the transactions contemplated hereby and thereby, thereby (including the Restructuring) or (ii) the use of the proceeds of the Loans Loans; and the Borrowers also jointly and severally agree to pay, and to protect, indemnify and save harmless each Bank, each Agent and each of their respective officers, directors, shareholders, employees, agents and servants from and against, any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses (iii) including, without limitation, attorneys' fees and expenses in connection with any claiminvestigative, litigation, investigation administrative or proceeding relating to any of the foregoingjudicial proceeding, whether or not any Indemnitee is such Bank or Agent shall be designated a party thereto) of any nature arising from or relating to any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by IMC-Agrico, the Borrowers or any of the Subsidiaries, or any Environmental Claim related in any way to IMC-Agrico, the Borrowers or the Subsidiaries or arising from or in connection with the environmental due diligence summary memorandum referred to in paragraph (m) of Article IV; provided that any such indemnity referred to in this sentence shall not, as to any Bankindemnified Person, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses that are determined by a court of competent jurisdiction by final and nonappealable non appealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemniteeindemnified Person. The Borrowers agreeIf any action, however, that they expressly intend to indemnify each Indemnitee suit or proceeding arising from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses arising out of the 101 102 ordinary sole or contributory negligence of such Indemnitee, but not the gross negligence or willful misconduct of such Indemnitee or to any of the foregoing arising solely is brought against any Bank, Agent or other Person indemnified or intended to be indemnified pursuant to this Section 9.4, the Borrowers, to the extent and in the manner directed by reason of claims between such indemnified party, will resist and defend such action, suit or proceeding or cause the Lenders same to be resisted and defended by counsel designated by the Borrowers (which counsel shall be satisfactory to such Bank, Agent or other Person indemnified or intended to be indemnified). If the Borrowers shall fail to do any act or thing which it has covenanted to do hereunder or any Lender representation or warranty on the part of the Borrowers contained in this Agreement shall be breached, any Bank or Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by any Bank or Agent shall be repayable to it by the Agent Borrowers immediately upon such Bank's or the Floor Plan such Agent's demand therefor. (cb) The provisions of this Section 13.4 9.4 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the LoansLoans or any Promissory Notes, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Loan Document or any Promissory Note, or any investigation made by or on behalf of any BankBank or any Agent. All amounts due under this Section 13.4 9.4 shall be payable within ten (10) days following receipt by the Company of a detailed invoice or statement setting forth in reasonable detail the basis of such claim and the amounts so expended or lost or the amount of damages so incurredon written demand therefor. (d) No Indemnitee may settle any claim to be indemnified without prior written notice to the Company; provided however, failure to provide such prior written notice shall in no way affect the settlement of such claims. (e) In the case of any indemnification hereunder, the Indemnitee shall give notice to the Company of any such claim or demand being made against the Indemnitee and the Company may participate in such proceeding at its own expense if legal counsel to the Company is acceptable to the Agent.

Expenses of the Banks; Indemnity. (a) The Borrowers Borrower and FTX, jointly and severally, agree to pay all reasonable out-of-pocket expenses reasonably incurred by the Agent and the Floor Plan Agent Agents in connection with the preparation and administration of this Agreement, the Promissory Notes and the other Loan Documents or with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or reasonably incurred by the Agent, the Floor Plan Agent Agents or any Bank in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or with the Loans made or the Promissory Notes issued hereunderhereunder (whether through negotiations, including legal proceedings or otherwise), including, but not limited to, the reasonable fees and disbursements of Jackxxx Xxxxxx X.X.P.Cravath, Swaine & Xxxxx, special counsel for the Agent and Bodmxx, Xxngxxx & Xahlxxx, XXP, special counsel for the Floor Plan AgentAgents, and, in connection with such enforcement or protection, the reasonable fees and disbursements of other counsel for any Bank, including allocated staff counsel costs for any Bank that elects to use the services of staff counsel in lieu of outside counsel. The Borrowers Borrower and FTX, jointly and severally, further agree to that they shall indemnify the Banks and the Agents from and hold them harmless against any documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution and delivery of or in connection with the performance of this Agreement Agreement, any of the Promissory Notes or any of the Notes or other Loan Documents. (b) The Borrowers . Further, the Borrower and FTX, jointly and severally, agree to pay, and to protect, indemnify the Agentand save harmless each Bank, the Floor Plan each Agent and the Banks and each of their Affiliatesrespective officers, directors, officersshareholders, employees employees, agents and agents (each such Person being called an "Indemnitee") servants from and against, and to hold the Banks and such other Indemnitee harmless from, any and all losses, claimsliabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, liabilities and related expensescosts or expenses (including, including reasonable counsel without limitation, attorneys' fees and expenses) in connection with any investigative, incurred by administrative or asserted against judicial proceeding, whether or not such Bank or Agent shall be designated a party thereto of any Indemnitee nature arising out of, in any way connected with, from or as a result of relating to (i) the execution and or delivery of this Agreement and the or any other Loan Documents Document or any agreement or instrument contemplated herebythereby, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder (including or the making of the Commitment of each Bank) and consummation of the transactions contemplated hereby and thereby, thereby (including the Restructuring) or (ii) the use of the proceeds of the Loans Loans; and the Borrower also agrees to pay, and to protect, indemnify and save harmless each Bank, each Agent and each of their respective officers, directors, shareholders, employees, agents and servants from and against, any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs or expenses (iii) including, without limitation, attorneys' fees and expenses in connection with any claiminvestigative, litigation, investigation administrative or proceeding relating to any of the foregoingjudicial proceeding, whether or not any Indemnitee is such Bank or Agent shall be designated a party thereto) of any nature arising from or relating to any actual or alleged presence or Release of Hazardous Materials on any property owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Claim related in any way to the Borrower or the Subsidiaries or arising from or in connection with the environmental due diligence summary memorandum referred to in paragraph (m) of Article IV of the FTX Credit Agreement; provided that any such indemnity referred to in this sentence shall not, as to any Bankindemnified Person, apply be available to any the extent that such losses, claims, damages, liabilities or related expenses that are determined by a court of competent jurisdiction by final and nonappealable non-appealable judgment to have resulted from the gross negligence or willful wilful misconduct of such Indemniteeindemnified Person. The Borrowers agreeIf any action, however, that they expressly intend to indemnify each Indemnitee suit or proceeding arising from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses arising out of the 101 102 ordinary sole or contributory negligence of such Indemnitee, but not the gross negligence or willful misconduct of such Indemnitee or to any of the foregoing arising solely is brought against any Bank, Agent or other Person indemnified or intended to be indemnified pursuant to this Section 9.4, the Borrower and FTX, jointly and severally, to the extent and in the manner directed by reason of claims between such indemnified party, will resist and defend such action, suit or proceeding or cause the Lenders same to be resisted and defended by counsel designated by the Borrower (which counsel shall be satisfactory to such Bank, Agent or other Person indemnified or intended to be indemnified). If the Borrower or FTX shall fail to do any act or thing which it has covenanted to do hereunder or any Lender representation or warranty on the part of the Borrower or FTX contained in this Agreement shall be breached, any Bank or Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by any Bank or Agent shall be repayable to it by the Agent Borrower and FTX, jointly and severally, immediately upon such Bank's or the Floor Plan such Agent's demand therefor. (cb) The provisions of this Section 13.4 9.4 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated herebyhereby or thereby, the repayment of any of the LoansLoans or any Promissory Notes, the invalidity or unenforceability of any term or provision of this Agreement Agreement, any other Loan Document or any Promissory Note, or any investigation made by or on behalf of any BankBank or any Agent. All amounts due under this Section 13.4 9.4 shall be payable within ten (10) days following receipt by the Company of a detailed invoice or statement setting forth in reasonable detail the basis of such claim and the amounts so expended or lost or the amount of damages so incurredon written demand therefor. (d) No Indemnitee may settle any claim to be indemnified without prior written notice to the Company; provided however, failure to provide such prior written notice shall in no way affect the settlement of such claims. (e) In the case of any indemnification hereunder, the Indemnitee shall give notice to the Company of any such claim or demand being made against the Indemnitee and the Company may participate in such proceeding at its own expense if legal counsel to the Company is acceptable to the Agent.