Common use of Indemnification; Exoneration Clause in Contracts

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3IV, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender Bank from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, than as a result of its the gross negligence or willful misconduct, as determined by misconduct of the final judgment of a court of competent jurisdictionIssuing Bank, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the Borrower, the Revolving LendersBanks, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such each Letter of Credit by, the beneficiary of any Letters such Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Bank shall be responsible for (in the absence of unless caused by its gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdictionmisconduct): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving LendersBanks, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.104.09. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by put the final judgment of a court of competent jurisdiction, put such applicable Issuing Bank, the Administrative Agent or any Revolving Lender Bank under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 4.09 shall survive the payment in full of principal the Advances and interest other obligations hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”"). (b) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct of such party in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions not expressly provided on the face of such Letter of Credit and required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the each Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the BorrowerBorrowers, the Revolving Lenders, the Administrative Agent and the Issuing Banks, each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the each Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the applicable Borrower or relieve the applicable Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10SECTION 3.9. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3Agreement, the Borrower hereby agrees to pay, and to protect, indemnify, pay indemnify and save harmless the Administrative Agent, each Issuing Bank the Issuers and each Revolving Lender from and against against, any and all liabilities and costs which the Administrative Agent, such Issuing Bank any Issuer or such Revolving any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bankthe issuer thereof, as a result solely of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank the issuer thereof to honor a drawing under a any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority governmental authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing Bankthe Issuers, the Borrower assumes all risks of the acts and omissions of, or misuse of such a Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter letter of Credit applications credit application and Letter the letter of Credit credit reimbursement agreements agreement executed by the Borrower at the time of request for in connection with any Letter of Credit, neither the Administrative AgentIssuers, any Issuing Bank nor any Revolving Lender the Agent and the Lenders shall not be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a any Letter of Credit to comply duly with conditions required in order to draw upon such any Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telecopy, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a any Letter of Credit of the proceeds of any drawing under such any Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, any Issuer, or any of the Issuing Banks and the Revolving Lenders, Lenders including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers of any Issuer under this Section 3.102.20.6. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank the applicable Issuer under or in connection with the Letters a Letter of Credit issued on behalf of the Borrower or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing BankIssuer, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or any Guarantor or relieve the Borrower or any Guarantor of any of its obligations hereunder or under the relevant Guaranty to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 2.20.6 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement. (e) Notwithstanding anything therein to the contrary, in the event any of the provisions of any application submitted by the Borrower in connection with any Letter of Credit conflict with the provisions of this Agreement, the terms of this Agreement shall govern.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the Borrower hereby agrees to protectdefend, indemnify, pay and save harmless the each Administrative Agent, each Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the such Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit to the Borrower other than, in than as a result of the case gross negligence or willful misconduct of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such the Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bii) As among between the BorrowerBorrower on the one hand and the Administrative Agents, the Revolving Lenders, Lenders and the Administrative Agent and each Issuing BankBanks on the other hand, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for Reimbursement Agreements applicable to any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Banks and the Lenders shall not be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiG) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viiiH) for any consequences arising from causes beyond the control of the Administrative AgentAgents, the Issuing Banks and or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, than as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct of such party in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions not expressly provided on the face of such Letter of Credit and required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the Borrower and the applicable Qualified Borrower each, jointly and severally, hereby agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Bank, and each Revolving other Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys’ fees and expenses but excluding taxes) which the Administrative Agent, such the Issuing Bank Banks, or such Revolving other Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such the Issuing Bank to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bii) As among between the BorrowerBorrower or the applicable Qualified Borrower on the one hand and the Lenders on the other hand, the Revolving Lenders, Borrower and the Administrative Agent and each Issuing Bank, the applicable Qualified Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditReimbursement Agreements, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender Banks and the other Lenders shall not be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, Credit even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to duly comply duly with conditions required in order to draw upon such Letter of Credit; (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiG) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viiiH) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and or the Revolving other Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission facsimile, electronic transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s 's rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by put the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower or any Guarantor at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10SECTION 3.11. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or any Guarantor or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10SECTION 3.9. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 SECTION 3.9 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3Agreement, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank Lender and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank Lender or such Revolving any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing BankLender, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank Lender of a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent Issuing Lender and each Issuing Bankthe Agent, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative AgentIssuing Lender of a Letter of Credit, any Issuing Bank nor any Revolving Lender the Agent and the Lenders shall not be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Lender and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank’s Lender's rights or powers under this Section 3.102.4.6. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Bank Lender under or in connection with the Letters of Credit issued on behalf of the Borrower or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the Issuing BankLender, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 2.4.6. shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdictionjurisdiction determines in a final and nonappealable judgment, or or (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): jurisdiction determines in a final and nonappealable judgment): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; ; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; ; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; ; (v) for errors in interpretation of technical trade terms; ; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; ; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdictionjurisdiction determines in a final and nonappealable judgment, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to all other ---------------------------- amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the each Borrower hereby agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance Issuance of any Letter of Credit Issued by such Issuing Bank other than, in than as a result of the case gross negligence or willful misconduct of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de -- jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”).Authority. ---- -- ----- (bB) As among between each Borrower on the Borrowerone hand and the Administrative Agent, the Revolving LendersLenders and the Issuing Banks on the other hand, the Administrative Agent and each Issuing Bank, the such Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditReimbursement Agreements, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender Banks and the Lenders shall not be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): for: (i) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance Issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any litigation, proceeding or charges with respect to such Letter of Credit; and (ix) any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3IV, and without limitation of the Borrower's obligations pursuant to Section 9.05, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Agent and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, damages, losses, costs, charges and costs expenses (including reasonable attorneys' and paralegals' fees) which the Administrative Agent, such Issuing Bank Agent or such Revolving Lender any of the Lenders may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank the Agent to honor a drawing under a any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto defacto Governmental Authority (all such acts or omissions herein called “being hereinafter referred to collectively as "Governmental Acts”"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing Bankany of the Lenders, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter any of the Letters of Credit by, the beneficiary respective beneficiaries of any such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of Agent and the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Lenders shall not be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): for: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party Person in connection with the application for and issuance of any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for the failure of the beneficiary of a any Letter of Credit to comply duly fully with the conditions required in order to draw upon such Letter of Credit, other than conditions expressly stated in such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and or (viii) for any consequences arising from causes beyond the control of the Administrative Agent, Agent or any of the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Government Acts. None of the above shall affect, impair, or prevent the vesting of the Agent's or any Issuing Bank’s Lender's rights or powers under this Section 3.104.10. (c) In furtherance and extension extension, and not in limitation limitation, of the specific provisions hereinabove set forthforth above, any action taken or omitted by any Issuing Bank the Agent under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and issued by the termination Agent or any related certificates, if taken or omitted in good faith shall not result in any liability of this Agreementthe Agent to the Borrower.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article ‎Article 3, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdictionjurisdiction determines in a final and nonappealable judgment, or or (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): jurisdiction determines in a final and nonappealable judgment): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; ; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; ; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; ; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; ; (v) for errors in interpretation of technical trade terms; ; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; ; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section ‎Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdictionjurisdiction determines in a final and nonappealable judgment, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section ‎Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission facsimile, electronic transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by put the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3IV, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender Bank from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, than as a result of its the gross negligence or willful misconduct, misconduct of the Issuing Bank as determined in a non-appealable judgment by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the Borrower, the Revolving LendersBanks, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such each Letter of Credit by, the beneficiary of any Letters such Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Bank shall be responsible for (in the absence of unless caused by its gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdictionmisconduct): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any other party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cablefacsimile, telegraph, telex, email or other similar form of teletransmission electronic transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving LendersBanks, including, without limitation, including any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.104.09. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by put the final judgment of a court of competent jurisdiction, put such applicable Issuing Bank, the Administrative Agent or any Revolving Lender Bank under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 4.09 shall survive the payment in full of principal the Advances and interest other obligations hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3Agreement, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative AgentL/C Issuer, each Issuing Bank Lender and each Revolving Lender the Agent from and against any and all liabilities and costs which the Administrative AgentL/C Issuer, such Issuing Bank any Lender or such Revolving Lender the Agent may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bankthe L/C Issuer, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank the L/C Issuer to honor a drawing under a any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority governmental authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the Borrower, the Revolving LendersL/C Issuer, the Administrative Agent Lenders and each Issuing Bankthe Agent, the Borrower assumes all risks of the acts and omissions of, or misuse of such a Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter letter of Credit applications credit application and Letter any letter of Credit credit reimbursement agreements agreement submitted or executed by the Borrower at the time of request for in connection with any Letter of CreditCredit (except to the extent otherwise provided in PARAGRAPH (e) of this SECTION 2.21.6), neither the Administrative AgentL/C Issuer, any Issuing Bank nor any Revolving Lender the Lenders and the Agent shall not be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a any Letter of Credit to comply duly with conditions required in order to draw upon such any Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telextelecopy, telex or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a any Letter of Credit of the proceeds of any drawing under such any Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative AgentL/C Issuer, the Issuing Banks Lenders and the Revolving Lenders, Agent including, without limitation, any Governmental Acts. None of the above shall affect, impair, impair or prevent the vesting of any Issuing Bank’s rights or powers of the L/C Issuer under this Section 3.10SECTION 2.21.6. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank the L/C Issuer under or in connection with the Letters a Letter of Credit issued on behalf of the Borrower or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bankthe L/C Issuer, any Lender or the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.SECTION

Indemnification; Exoneration. (ai) In addition to amounts payable as elsewhere provided in this Article 3Section 2.17, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender Bank from and against any and all liabilities and costs (including, without limitation, reasonable attorneys' fees) which the Administrative Agent, such the Issuing Bank or such Revolving Lender Bank may incur or be subject to as a consequence, direct or indirect, of (ia) the issuance of any Letter of Credit Credit, other than, in the case of such Issuing Bank, than as a result of its such Person's gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iib) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”"). (bii) As among the BorrowerCompany (and any other L/C Account Party), the Revolving LendersBanks, the Administrative Agent and each the Issuing Bank, the Borrower assumes Company (and any L/C Account Party) assume all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the L/C Request and the laws and/or other rules to which a Letter of Credit applications and Letter is subject, none of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, the Issuing Bank, or any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): ) for, and the rights and remedies of the Agent, the Issuing Bank or any Bank against the Company or any of its Subsidiaries shall not be impaired by: (ia) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of CreditCredit for so long as the documentation appears on its face to be valid, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iib) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reasonreason (for so long as such instrument appears on its face to be valid); (iiic) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (ivd) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telexfacsimile, or other similar form of teletransmission or otherwise; (ve) for errors in interpretation of technical trade termsterms or any other terms and conditions of the Letter of Credit; (vif) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viig) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; (h) the imposition of law or practice other than that chosen in the Letter of Credit or L/C Request at the time of issuance; and (viiii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving LendersBanks, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s 's rights or powers under this Section 3.102.17(J). (ciii) The Issuing Bank is expressly authorized and directed to honor any request for payment which is made under and in compliance with the terms and conditions of a Letter of Credit without regard to, and without any duty on the Issuing Bank's part to inquire into, the existence of any disputes or controversies between the Company or any other L/C Account Party, any beneficiary or any other Person or the rights, duties or liabilities of any of them. If a Letter of Credit shall have been requested by the Company for the accommodation of a third party, any instruction, consent, approval and other action or inaction of such third party with respect to a Letter of Credit or transactions thereunder shall be deemed to be the act or omission of the Company for all purposes hereof, and the Issuing Bank shall be entitled to rely thereon. (iv) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Bank under or in connection with the Letters of Credit Credit, L/C Application or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the Issuing Bank, the Administrative Agent or any Revolving Lender Bank under any resulting liability to the Borrower Company and/or any other L/C Account Party or relieve the Borrower Company or any such L/C Account Party of any of its obligations hereunder to any such Person. (d) . Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 2.17(J) shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, than as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither none of the Administrative Agent, any Issuing Bank nor or any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct of such party in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; , (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; , (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions not expressly provided on the face of such Letter of Credit and required in order to draw upon such Letter of Credit; , (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; , (v) for errors in interpretation of technical trade terms; , (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; Credit and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.103.09. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 3.09 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to the Lender, the Borrower hereby agrees to protectdefend, indemnify, pay and save the Lender harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), reasonable costs, reasonable charges and costs reasonable expenses (including reasonable attorneys fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, than as a result of its the gross negligence or willful misconductmisconduct of the Lender, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such the Issuing Bank to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bii) As among between the Borrower, Borrower on the Revolving Lenders, one hand and the Administrative Agent and each Issuing BankLender on the other hand, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the respective beneficiary of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by Reimbursement Agreements, the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall not be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit Borrower to duly comply duly with conditions required in order to draw upon such Letter of Credit; (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiG) for the misapplication by the beneficiary of a Letter of Credit Borrower of the proceeds of any drawing under such Letter of Credit; and (viiiH) for any consequences arising from causes beyond the control of the Administrative AgentLender, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None other than of the above shall affect, impair, or prevent foregoing resulting from the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement misconduct of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this AgreementLender.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3Section 2.20, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Lender and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank Lender or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing BankLender, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankLenders, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank Lender nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit that appears on its face to comply in all material respects with the requirements of the Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument that appears on its face to comply in all material respects with the requirements of the Letter of Credit transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Lenders and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s Lender's rights or powers under this Section 3.102.20.9. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank Lender under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing BankLender, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 2.20 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3Agreement, the each Borrower hereby with respect to Letters of Credit issued for its account agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Lender and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such any Issuing Bank Lender or such Revolving any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing BankLender, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank Lender of a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the BorrowerBorrowers, the Revolving Lenders, the Issuing Lenders and the Administrative Agent and each Issuing BankAgent, the Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the applicable Borrower at the time of request for any Letter of Credit, neither the Issuing Lender of a Letter of Credit, the Administrative Agent, any Issuing Bank nor any Revolving Lender Agent and the Lenders shall not be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Lender and the Revolving Lenders, Lenders including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank’s Lender's rights or powers under this Section 3.102.26. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any an Issuing Bank Lender under or in connection with the Letters of Credit issued on behalf of any Borrower or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the Issuing BankLender, the Administrative Agent or any Revolving Lender under any resulting liability to the any Borrower or relieve the any Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 3.10 2.26 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3Agreement, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Lender and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank Lender or such Revolving any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bankthe issuer thereof, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank Lender to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent Issuing Lenders and each Issuing Bankthe Agent, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank Lenders nor any Revolving Lender of the Lenders shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Lenders and the Revolving Lenders, Lenders including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s Lenders' rights or powers under this Section 3.102.26. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank Lender under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing BankLender, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 2.26 shall survive the payment in full of all principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by misconduct or from its failure to comply with Uniform Customs and Practice for Documentary Credits of the final judgment International Chamber of a court of competent jurisdictionCommerce, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by therewith or failure to comply with Uniform Customs and Practice for Documentary Credits of the final judgment International Chamber of a court of competent jurisdictionCommerce): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission facsimile, electronic transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by put the final judgment of a court of competent jurisdiction, put such applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (ba) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (cb) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dc) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions not expressly provided on the face of such Letter of Credit and required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3Agreement, the Borrower Borrowers hereby agrees agree, jointly and severally, to protect, indemnify, pay and save harmless the Administrative AgentL/C Issuer, each Issuing Bank Lender and each Revolving Lender the Agent from and against any and all liabilities and costs which the Administrative AgentL/C Issuer, such Issuing Bank any Lender or such Revolving Lender the Agent may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bankthe L/C Issuer, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank the L/C Issuer to honor a drawing under a any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority governmental authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the BorrowerBorrowers, the Revolving LendersL/C Issuer, the Administrative Agent Lenders and each Issuing Bankthe Agent, the Borrower assumes Borrowers, jointly and severally, assume all risks of the acts and omissions of, or misuse of such a Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the letter of credit application and any letter of credit reimbursement agreement submitted or executed by the Borrowers in connection with any Letter of Credit applications (except to the extent otherwise provided in PARAGRAPH (e) of this SECTION 2.19.6), the L/C Issuer, the Lenders and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Agent shall not be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a any Letter of Credit to comply duly with conditions required in order to draw upon such any Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy; telex or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a any Letter of Credit of the proceeds of any drawing under such any Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative AgentL/C Issuer, the Issuing Banks Lenders and the Revolving Lenders, Agent including, without limitation, any Governmental Acts. None of the above shall affect, impair, impair or prevent the vesting of any Issuing Bank’s rights or powers of the L/C Issuer under this Section 3.10SECTION 2.19.6. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank the L/C Issuer under or in connection with the Letters a Letter of Credit issued on behalf of the Borrowers or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bankthe L/C Issuer, any Lender or the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Borrowers or relieve the Borrower Borrowers, or any of them, of any of its their obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the any Borrower hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.SECTION

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3Agreement, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such each Issuing Bank or such Revolving any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bankthe issuer thereof, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer of such Issuing Bank Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing BankBank and the Agent, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative issuer of the Letter of Credit, the Agent, any each Issuing Bank nor any Revolving Lender and the Lenders shall not be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks issuer of the Letter of Credit and the Revolving Lenders, Lenders including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s of the Letter of Credit issuers' rights or powers under this Section 3.102.26. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank the Letter of Credit issuer under or in connection with the Letters of Credit issued on behalf of the Borrower or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bankthe Letter of Credit issuer, the Administrative Agent Agent, any Issuing Bank or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 2.26 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the each Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the BorrowerBorrowers, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the any Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission facsimile, electronic transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by put the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the any Borrower or relieve the any Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, than as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither none of the Administrative Agent, any Issuing Bank nor or any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct of such party in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; , (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; , (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions not expressly provided on the face of such Letter of Credit and required in order to draw upon such Letter of Credit; , (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, mail or other similar form of teletransmission telephonic or electronic transmission or otherwise; , (v) for errors in interpretation of technical trade terms; , (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; Credit and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.103.09. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 3.09 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to amounts payable as elsewhere provided in this Article 3Section 2.01, the Borrower hereby agrees to Lessor shall protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank LC Issuer and each Revolving Lender LC Participant harmless from and against any and all liabilities claims, demands, liabilities, damages, losses, costs, charges and costs expenses (including reasonable attorneys' fees) which the Administrative Agent, such Issuing Bank any LC Issuer, or such Revolving Lender any LC Participant may incur or be subject to as a consequence, direct or indirect, consequence of (i) the issuance of any Letter the Letters of Credit for Lessor's account other than, in the case of such Issuing Bank, than as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or . --------------- * Deleted per the Registrant's request for confidential treatment and filed separately with the Commission pursuant to Rule 24b-2. (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the Borrowerbetween Lessor, the Revolving LendersAgent, the Administrative Agent LC Issuers and each Issuing Bankthe LC Participants, the Borrower Lessor assumes all risks of the acts and omissions of, or misuse of such Letter the Letters of Credit by, by the beneficiary of any Letters of CreditTrustee. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender the LC Issuers and the LC Participants shall not be responsible for (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; , (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter the Letters of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; , (iiiC) for failure of the beneficiary of a Letter of Credit Trustee to comply duly with conditions required in order to draw upon such Letter Letters of Credit; , (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise; (v) , whether or not they be in cipher, for errors in interpretation of technical trade terms; , (viE) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter the Letters of Credit or of the proceeds thereof; , (viiF) for the misapplication by the beneficiary of a Letter of Credit Trustee of the proceeds of any drawing under such Letter Letters of Credit; and (viiiG) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and LC Issuers, and/or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10LC Participant. (ciii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank the Agent or the LC Issuers under or in connection with the Letters of Credit or any related certificates certificates, if taken or omitted in good faith and with reasonable care, shall notnot put the Agent, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent any LC Issuer or any Revolving Lender LC Participant under any resulting liability to the Borrower Lessor or relieve the Borrower Lessor of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the each Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). To the extent the Borrowers for any reason fail to indefeasibly pay any amount required under this clause (a), each Lender severally agrees to pay to the Administrative Agent or such Issuing Bank its respective Pro Rata Share of such unpaid amount. (bB) As among the BorrowerBorrowers, the Revolving Lenders, the Administrative Agent and the Issuing Banks, each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the each Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission tele-transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the applicable Borrower or relieve the applicable Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s 's rights or powers under this Section SECTION 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section SECTION 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement. (E) Nothing in the ARTICLE III shall relieve the Issuing Bank from its obligations under applicable law with respect to Letters of Credit.

Indemnification; Exoneration. (aA) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the Borrower hereby agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding net income taxes) which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance Issuance of any Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bB) As among between the BorrowerBorrower on the one hand and the Administrative Agent, the Revolving Lenders, Lenders and the Administrative Agent and each Issuing BankBank on the other hand, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditReimbursement Agreements, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender and the Lenders shall not be responsible for (in except to the absence of extent resulting from their respective gross negligence or willful misconduct in connection therewithmisconduct, as determined by the a final judgment and nonappealable decision of a court of competent jurisdiction): (i) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance Issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any litigation, proceeding or charges with respect to such Letter of Credit; and (ix) any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and Bank or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the each Borrower hereby for whose account such Issuing Bank has Issued a Letter of Credit agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, each such Issuing Bank and each Revolving Lender under the applicable Credit Facility harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys’ fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance Issuance of any such Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such Issuing Bank Issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bii) As among between the BorrowerDomestic Borrowers on the one hand and the Administrative Agent, the Revolving LendersDomestic Lenders and the Issuing Bank under the Domestic Facility on the other hand, the Administrative Agent and each Issuing Bank, the Borrower assumes such Borrowers assume all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of CreditCredit Issued pursuant to the Domestic Facility. As between the Multicurrency Borrowers on the one hand and the Administrative Agent, the Multicurrency Lender and the Issuing Bank under the Multicurrency Facility on the other hand, such Borrowers assume all risks of the acts and omissions of, or misuse of Letters of Credit by, the respective beneficiaries of the Letters of Credit issued pursuant to the Multicurrency Facility. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditReimbursement Agreements, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender and the Lenders shall not be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance Issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiG) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any litigation, proceeding or charges with respect to such Letter of Credit; and (viiiI) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and Bank or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, ; except in the absence cases of clauses (A) (with respect to form only), (B), (C), (D), (E), (F), (H) and (I) above, for the gross negligence or willful misconductmisconduct of the Issuing Bank, as determined in a judgment by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to the Issuing Banks, the Borrower Borrowers hereby agrees jointly and severally agree to protectdefend, indemnify, pay and save harmless the Administrative Agent, the Co-Agents, each Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, Co-Agents, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such an Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such the Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bii) As among between the BorrowerBorrowers and any of their Subsidiaries for whose account a Letter of Credit is issued on the one hand and the Administrative Agent, the Revolving LendersCo-Agents, the Administrative Agent Lenders and each the Issuing BankBanks on the other hand, the Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditReimbursement Agreements, neither no Issuing Bank, Lender, or Co-Agent, nor the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiG) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.the

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3Agreement, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Agent and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank Agent or such Revolving any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bankthe issuer thereof, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer of such Issuing Bank Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”"). (b) As among the Borrower, the Revolving Lenders, Lenders and the Administrative Agent and each Issuing BankAgent, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agentissuer of the Letter of Credit, any Issuing Bank nor any Revolving Lender the Agent and the Lenders shall not be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks issuer of the Letter of Credit and the Revolving Lenders, Lenders including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s of the Letter of Credit issuers' rights or powers under this Section 3.102.26. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank the Letter of Credit issuer under or in connection with the Letters of Credit issued on behalf of the Borrower or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bankthe Letter of Credit issuer, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission facsimile, electronic transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by misconduct of the final judgment of a court of competent jurisdictionIssuing Bank, put such the Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 shall survive the resignation of the Administrative Agent, any assignment of rights by, or replacement of, any Lender, the payment in full of principal and interest hereunder, the termination of the Letters of Credit Credit, the termination of the Aggregate Revolving Loan Commitment and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): : (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s 's rights or powers under this Section 3.103.9. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by put the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 3.9 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts ---------------------------- payable as elsewhere provided in this Article 3Agreement, the Borrower Company and each Borrowing Subsidiary hereby agrees agree to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Lender, each Swing Loan Lender and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such any Issuing Bank Lender, any Swing Loan Lender or such Revolving any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bankthe issuer thereof, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank the issuer thereof to honor a drawing under a any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority governmental authority (all such acts or omissions herein called “"Governmental Acts”").. ----------------- (b) As among the BorrowerBorrowers, the Revolving Issuing Lenders, the Administrative Agent and each Issuing BankSwing Loan Lenders, the Borrower assumes Lenders and the Agent, the Borrowers assume all risks of the acts and omissions of, or misuse of such a Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter letter of Credit applications credit application and Letter the letter of Credit credit reimbursement agreements agreement executed by the applicable Borrower at the time of request for in connection with any Letter of Credit, neither the Administrative issuer of any Letter of Credit, the Agent, any Issuing Bank nor any Revolving Lender the Swing Loan Lenders and the Lenders shall not be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a any Letter of Credit to comply duly with conditions required in order to draw upon such any Letter of CreditCredit provided that all documents required to be presented in connection with any such drawing appear on their face to have been presented and to be in proper form; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telecopy, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a any Letter of Credit of the proceeds of any drawing under such any Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks issuer of any Letter of Credit, and the Revolving Lenders, Lenders including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers of the issuer of any Letter of Credit under this Section 3.10.2.6.6. ------------- (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the issuer of any Issuing Bank Letter of Credit under or in connection with the Letters a Letter of Credit issued on behalf of any Borrower or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bankissuer, the Administrative Agent Agent, any Issuing Lender, any Swing Loan Lender or any Revolving Lender under any resulting liability to the Borrower Company or any Guarantor or relieve the Borrower or any Guarantor of any of its obligations hereunder or under the relevant Guaranty to any such Person. (d) Without prejudice to the survival of any other agreement of the any Borrower hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 3.10 2.6.6 shall survive the payment in full of ------------- principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement. (e) Notwithstanding anything therein to the contrary, in the event any of the provisions of any application submitted by any Borrower in connection with any Letter of Credit conflict with the provisions of this Agreement, the terms of this Agreement shall govern.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the each Borrower hereby for whose account such Issuing Bank has Issued a Letter of Credit agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, each such Issuing Bank and each Revolving Lender under the applicable Credit Facility harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys’ fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance Issuance of any such Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such Issuing Bank Issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bii) As among between the BorrowerDomestic Borrowers on the one hand and the Administrative Agent, the Revolving LendersDomestic Lenders and the Issuing Banks on the other hand, the Administrative Agent and each Issuing Bank, the Borrower assumes such Borrowers assume all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of CreditCredit Issued pursuant to the Domestic Facility. As between the Multicurrency Borrowers on the one hand and the Administrative Agent, the Multicurrency Lenders and the Issuing Banks on the other hand, such Borrowers assume all risks of the acts and omissions of, or misuse of Letters of Credit by, the respective beneficiaries of the Letters of Credit issued pursuant to the Multicurrency Facility. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditReimbursement Agreements, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender Banks and the Lenders shall not be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance Issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiG) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any litigation, proceeding or charges with respect to such Letter of Credit; and (viiiI) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, ; except in the absence cases of clauses (A) (with respect to form only), (B), (C), (D), (E), (F), (H) and (I) above, for the gross negligence or willful misconductmisconduct of the Issuing Banks, as determined in a judgment by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions not expressly provided on the face of such Letter of Credit and required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section SECTION 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section SECTION 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3IV, and without limitation of the Borrower's obligations pursuant to Section 9.05, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Agent and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, damages, losses, costs, charges and costs expenses (including reasonable attorneys' and paralegals' fees) which the Administrative Agent, such Issuing Bank Agent or such Revolving Lender any of the Lenders may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank the Agent to honor a drawing under a any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “being hereinafter referred to collectively as "Governmental Acts”"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing Bankany of the Lenders, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter any of the Letters of Credit by, the beneficiary respective beneficiaries of any such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of Agent and the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Lenders shall not be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): for: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party Person in connection with the application for and issuance of any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for the failure of the beneficiary of a any Letter of Credit to comply duly fully with the conditions required in order to draw upon such Letter of Credit, other than conditions expressly stated in such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation inter pretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and or (viii) for any consequences arising from causes beyond the control of the Administrative Agent, Agent or any of the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Government Acts. None of the above shall affect, impair, or prevent the vesting of the Agent's or any Issuing Bank’s Lender's rights or powers under this Section 3.104.10. (c) In furtherance and extension extension, and not in limitation limita tion, of the specific provisions hereinabove set forthforth above, any action taken or omitted by any Issuing Bank the Agent under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and issued by the termination Agent or any related certificates, if taken or omitted in good faith shall not result in any liability of this Agreementthe Agent to the Borrower.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative AgentAgents, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative such Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a 53 court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent Agents and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative any Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative AgentAgents, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.103.9. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative any Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 3.9 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; , (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10SECTION 3.9. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts ---------------------------- payable as elsewhere provided in this Article 3Agreement, the Borrower Company and each Borrowing Subsidiary hereby agrees agree to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Lender, each Swing Loan Lender and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such any Issuing Bank Lender, any Swing Loan Lender or such Revolving any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bankthe issuer thereof, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank the issuer thereof to honor a drawing under a any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority governmental authority (all such acts or omissions herein called “"Governmental Acts”").. ----------------- (b) As among the BorrowerBorrowers, the Revolving Issuing Lenders, the Administrative Agent and each Issuing BankSwing Loan Lenders, the Borrower assumes Lenders and the Agent, the Borrowers assume all risks of the acts and omissions of, or misuse of such a Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter letter of Credit applications credit application and Letter the letter of Credit credit reimbursement agreements agreement executed by the applicable Borrower at the time of request for in connection with any Letter of Credit, neither the Administrative issuer of any Letter of Credit, the Agent, any Issuing Bank nor any Revolving Lender the Swing Loan Lenders and the Lenders shall not be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a any Letter of Credit to comply duly with conditions required in order to draw upon such any Letter of CreditCredit provided that all documents required to be presented in connection with any such drawing appear on their face to have been presented and to be in proper form; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telecopy, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a any Letter of Credit of the proceeds of any drawing under such any Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks issuer of any Letter of Credit, and the Revolving Lenders, Lenders including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers of the issuer of any Letter of Credit under this Section 3.10.2.6.6. ------------- (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the issuer of any Issuing Bank Letter of Credit under or in connection with the Letters a Letter of Credit issued on behalf of any Borrower or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bankissuer, the Administrative Agent Agent, any Issuing Lender, any Swing Loan Lender or any Revolving Lender under any resulting liability to the Borrower Company or any Guarantor or relieve the Borrower or any Guarantor of any of its obligations hereunder or under the relevant Guaranty to any such Person. (d) Without prejudice to the survival of any other agreement of the any Borrower hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 3.10 2.6.6 shall survive the payment in full of principal and interest ------------- hereunder, the termination of the Letters of Credit and the termination of this Agreement. (e) Notwithstanding anything therein to the contrary, in the event any of the provisions of any application submitted by any Borrower in connection with any Letter of Credit conflict with the provisions of this Agreement, the terms of this Agreement shall govern.

Indemnification; Exoneration. (aA) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the each Borrower hereby agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, each Co-Agent, each Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such Co-Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance Issuance of any Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bB) As among between a Borrower on the Borrowerone hand and the Administrative Agent, the Revolving LendersCo-Agents, the Administrative Agent Lenders and each the Issuing BankBanks on the other hand, the such Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditReimbursement Agreements, neither the Administrative Agent, any the Co-Agents, the Issuing Bank nor any Revolving Lender Banks and the Lenders shall not be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): for: (i) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.legal

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10SECTION 3.9. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 SECTION 3.9 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the each Borrower hereby agrees to protectdefend (by counsel selected by Borrowers' Agent and reasonably acceptable to the Issuing Bank), indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such the Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (b) As among between each Borrower on the Borrowerone hand and the Agent, the Revolving LendersLenders and the Issuing Banks on the other hand, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative AgentReimbursement Agreements, the Issuing Banks and the Revolving LendersLenders shall not be responsible, including, without limitation, any Governmental Acts. None of for: (A) the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.form,

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save ----------- harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or ------ -------- omissions herein called “"Governmental Acts”"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telegraph or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10.. ------------ (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of ------------ principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Domestic Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the BorrowerBorrowers, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Domestic Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit (provided the provisions of this clause (iii) shall not prejudice or impair any claims the Domestic Borrower may bring under applicable law for the wrongful honor of a drawing under a Letter of Credit); (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telextelecopy, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s 's rights or powers under this Section 3.103.9. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the either Borrower or relieve the either Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Domestic Borrower hereunder, the agreements and obligations of the Domestic Borrower contained in this Section 3.10 3.9 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and Credit, the termination of this AgreementAgreement until all Letters of Credit shall have expired and all indebtedness, liabilities and obligations under this Article III shall have been paid in full.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of to the extent resulting from its gross negligence negligence, bad faith or willful misconduct, as determined by misconduct or from its failure to comply with Uniform Customs and Practice for Documentary Credits of the final judgment International Chamber of a court of competent jurisdictionCommerce, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the BorrowerCompany, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower Company assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower Company at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence negligence, bad faith or willful misconduct in connection therewith, as determined by therewith or failure to comply with Uniform Customs and Practice for Documentary Credits of the final judgment International Chamber of a court of competent jurisdictionCommerce): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission facsimile, electronic transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence negligence, bad faith or willful misconduct, as determined by put the final judgment of a court of competent jurisdiction, put such applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Company or relieve the Borrower Company of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Company hereunder, the agreements and obligations of the Borrower Company contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Domestic Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the BorrowerBorrowers, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Domestic Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit (provided the provisions of this clause (iii) shall not prejudice or impair any claims the Domestic Borrower may bring under applicable law for the wrongful honor of a drawing under a Letter of Credit); (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telextelecopy, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s rights or powers under this Section 3.103.9. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the either Borrower or relieve the either Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Domestic Borrower hereunder, the agreements and obligations of the Domestic Borrower contained in this Section 3.10 3.9 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and Credit, the termination of this AgreementAgreement until all Letters of Credit shall have expired and all indebtedness, liabilities and obligations under this Article III shall have been paid in full.

Indemnification; Exoneration. (a) In addition to amounts payable ---------------------------- as elsewhere provided in this Article 3Agreement, the each Borrower hereby and Subsidiary Obligor with respect to Letters of Credit issued for its account agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank Lender and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such any Issuing Bank Lender or such Revolving any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing BankLender, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank Lender of a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the BorrowerBorrowers, the Revolving Subsidiary Obligors, the Lenders, the Administrative Agent Issuing Lenders and each Issuing Bankthe Agent, the Borrower assumes Borrowers and Subsidiary Obligors assume all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the applicable Borrower or Subsidiary Obligor at the time of request for any Letter of Credit, neither the Administrative AgentIssuing Lender of a Letter of Credit, any Issuing Bank nor any Revolving Lender the Agent and the Lenders shall not be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Lender and the Revolving Lenders, Lenders including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank’s Lender's rights or powers under this Section 3.10.2.21. ------------- (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any an Issuing Bank Lender under or in connection with the Letters of Credit issued on behalf of any Borrower or Subsidiary Obligor or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the Issuing BankLender, the Administrative Agent or any Revolving Lender under any resulting liability to the any Borrower or Subsidiary Obligor or relieve the any Borrower or Subsidiary Obligor of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower Borrowers or the Subsidiary Obligors hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 3.10 2.21 shall survive the payment in ------------ full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the each Borrower hereby agrees to protectdefend, indemnify, pay and save harmless the each Administrative Agent, each Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the such Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit to such Borrower other than, in than as a result of the case gross negligence or willful misconduct of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such the Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bii) As among between either Borrower on the Borrowerone hand and the Administrative Agents, the Revolving LendersLenders and the Issuing Banks on the other hand, the Administrative Agent and each Issuing Bank, the such Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for Reimbursement Agreements applicable to any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Banks and the Lenders shall not be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiG) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viiiH) for any consequences arising from causes beyond the control of the Administrative AgentAgents, the Issuing Banks and or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to the Lender, the Borrower hereby agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, Lender and each Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, Lender or such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of the Lender or such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of the Lender or such Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO government or Governmental Authority or (all C) the transfer, sale, delivery, surrender or endorsement of any xxxx of lading, warehouse receipt or other document at any time(s) held by the Lender or any Issuing Bank, or any of their respective correspondents or agents used by the Lender or such acts or omissions herein called “Governmental Acts”)Issuing Bank in connection with the issuance of Letters of Credit. (bii) As among between the Borrower, Borrower on the Revolving Lenders, one hand and the Administrative Agent Lender and each the Issuing BankBanks on the other hand, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications Reimbursement Agreements, the Issuing Banks and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall not be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document the documents submitted by any party in connection with the application for and for, issuance of of, or the drawing under the Letters of CreditCredit (collectively, the "L/C Documents"), even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the existence, character, quality, quantity, condition, packing or value of the property purporting to be represented by any L/C Document; (C) the time, place, manner or order in which shipment is made; (D) partial or incomplete shipment or failure or omission to ship any or all of the property referred to in the applicable Letters of Credit or any L/C Documents pertaining thereto; (E) the character, adequacy, validity or genuineness of any insurance or solvency or responsibility of any insurer or any other risk connected with insurance; (F) any deviation from instructions, delay, default or fraud by the shipper or anyone else in connection with the property referred to in the applicable Letter of Credit or the L/C Documents pertaining thereto, or the shipping of such property; (G) the insolvency, responsibility or relationship to the property of any party issuing any L/C Document in connection with the property referred to in any Letter of Credit; (H) delay in arrival or failure to arrive of the property referred to in the applicable Letter of Credit or the L/C Documents pertaining thereto; (I) delay in giving or failure to give notice of arrival or any other notice; (J) any breach of contract between the shipper(s) or vendor(s) and the consignee(s) or buyer(s) of the property represented by any L/C Document; (K) failure of any instrument to bear any reference or adequate reference to the applicable Letter of Credit or failure of any L/C Document to accompany any instrument at negotiation, or failure of any Person to note the amount of any instrument on the reverse of any Letter of Credit or to send forward L/C Documents apart from instruments as required by the terms of the applicable Letter of Credit or to send forward L/C Documents apart from instruments as required by the terms of the Letter of Credit, each of which provisions, if contained in such Letter of Credit, it is agreed may be waived by the Lender or the applicable Issuing Bank; (L) the validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiM) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (ivN) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vO) for errors in interpretation of technical trade terms; (viP) for any loss or delay in the transmission or otherwise of any document L/C Document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiQ) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viiiR) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, Lender or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to all other amounts payable as elsewhere provided in this Article 3to the Issuing Bank, the Borrower or the applicable Subsidiary hereby agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys’ fees but excluding taxes) which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance Issuance of any Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bB) As among between the BorrowerBorrower or the applicable Subsidiary on the one hand and the Administrative Agent, the Revolving Lenders, Lenders and the Administrative Agent and each Issuing BankBank on the other hand, the Borrower or the applicable Subsidiary assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditReimbursement Agreements, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender and the Lenders shall not be responsible for (in except to the absence of extent resulting from their gross negligence or willful misconduct in connection therewithmisconduct, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance Issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any litigation, proceeding or charges with respect to such Letter of Credit; and (ix) any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and Bank or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Paying Agent, the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Paying Agent, the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any the Letter of Credit other than, in the case of such the Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent, the Paying Agent and each the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such the Letter of Credit by, the beneficiary of any Letters the Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any the Paying Agent, the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a the Letter of Credit to comply duly with conditions required in order to draw upon such the Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission facsimile, electronic transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any the Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a the Letter of Credit of the proceeds of any drawing under such the Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Paying Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s rights or powers under this Section 3.103.8. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Bank under or in connection with the Letters Letter of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by put the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent, the Paying Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 3.8 shall survive the payment in full of principal and interest hereunder, the termination of the Letters Letter of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3Agreement, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank Lender and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank Lender or such Revolving any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing BankLender, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank Lender of a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the Borrower, the Revolving Lenders, the Issuing Lender and the Administrative Agent and each Issuing BankAgent, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Issuing Lender of a Letter of Credit, the Administrative Agent, any Issuing Bank nor any Revolving Lender Agent and the Lenders shall not be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Lender and the Revolving Lenders, Lenders including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank’s Lender's rights or powers under this Section 3.102.24. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Bank Lender under or in connection with the Letters of Credit issued on behalf of the Borrower or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the Issuing BankLender, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 2.24 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuer, the Borrower hereby agrees to unconditionally defend, protect, indemnify, pay and save hold harmless the Administrative each Agent, each Issuing Bank Issuer and each Revolving Lender and each of their respective officers, directors, employees, attorneys and agents from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Revolving Lender any of them may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, Accommodation or (iiB) the failure of such Issuing Bank the Issuer to honor a drawing or demand under a Letter of Credit Accommodation as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (Authority; provided, however, the Borrower shall not have an obligation to any indemnified party hereunder with respect to the matters indemnified hereunder caused by or resulting from the willful misconduct or gross negligence of such indemnified party, as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all such acts or omissions herein called “Governmental Acts”)indemnified matters incurred by the indemnified parties. (bii) As among between the BorrowerBorrower on the one hand and the Collateral Agent, the Revolving Lenders, Lenders and the Administrative Agent and each Issuing BankIssuers on the other hand, the Borrower assumes all risks of the acts and omissions of, or misuse of such the Letter of Credit Accommodations by, the beneficiary respective beneficiaries of the Letter of Credit Accommodations, except in the case of willful misconduct or gross negligence of such Collateral Agent, any Letters Lender or any Issuer as determined by a final judgment of Credita court of competent jurisdiction. In furtherance and not in limitation of the foregoing, subject to the provisions Agents, the Issuers and the Lenders shall not be responsible for: (A) any lack of the validity or enforceability of any Letter of Credit applications and Accommodation or any agreement or instrument relating thereto; (B) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against the beneficiary, or the transferee, of any Letter of Credit reimbursement agreements executed by Accommodation, or the Borrower at Issuer, the time of request for Agents, any Lender or any other Person; (C) any draft, certificate or other document presented under any Letter of CreditCredit Accommodation proving to be forged, neither the Administrative Agentfraudulent, invalid or insufficient in any Issuing Bank nor respect or any Revolving Lender shall be responsible statement therein being untrue or inaccurate in any respect; (in the absence D) any lack of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit Accommodation or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiE) for failure of the beneficiary of a Letter of Credit Accommodation to strictly comply duly with conditions required in order to draw upon or make demand under such Letter of CreditCredit Accommodation; (ivF) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vG) for errors in interpretation of technical trade terms; (viH) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit Accommodation or of the proceeds thereof; (viiI) for the misapplication by the beneficiary of a Letter of Credit Accommodation of the proceeds of any drawing under such Letter of CreditCredit Accommodation; and (viiiJ) for any consequences arising from causes beyond the control of the Administrative AgentAgents, the Issuing Banks Issuers or the Lenders; provided, however, the Agents, the Issuers and the Revolving Lenders, including, without limitation, Lenders shall be responsible for any Governmental Acts. None of the above shall affectactions caused by or resulting from their willful misconduct or gross negligence, impair, or prevent the vesting as determined by a final judgment from a court of any Issuing Bank’s rights or powers under this Section 3.10competent jurisdiction. (ciii) In furtherance The Borrower's unconditional obligations to each Agent, each Lender and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection Issuer with the respect to Letters of Credit hereunder shall not be modified or diminished for any related certificates shall notreason or in any manner whatsoever, in other than as a result of such Agent, such Lender's or the absence of Issuer's gross negligence or willful misconduct, misconduct as determined by the a final judgment of a court of competent jurisdiction, put such Issuing Bank, . The Borrower agrees that any charges incurred by the Administrative Collateral Agent or any Revolving Lender under any resulting liability the Issuer for the Borrowers' account hereunder may be charged to the Borrower or relieve the Borrower of any of its obligations hereunder to any such PersonLoan Account. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit (provided the provisions of this clause (iii) shall not prejudice or impair any claims the Borrower may bring under applicable law for the wrongful honor of a drawing under a Letter of Credit); (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telextelecopy, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative AgentAgents, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative such Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent Agents and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative any Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative AgentAgents, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10SECTION 3.9. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative any Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 SECTION 3.9 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to amounts payable as elsewhere provided in this Article 3Section, the Borrower hereby agrees to protect, indemnify, pay and save the Lenders and Agent harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities claims, demands, liabilities, damages, losses, costs, charges and costs expenses (including reasonable attorneys' fees) which the Administrative Agent, such Issuing Bank any Lender or such Revolving Lender Agent may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, or the provision of any credit support or enhancement in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or connection therewith. (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the Borrower, the Revolving LendersLenders and Agent, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter any of the Letters of Credit by, the beneficiary respective beneficiaries of any such Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications Lenders and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Agent shall not be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party Person in connection with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for the failure of the beneficiary of a any Letter of Credit to comply duly with Loan and Security Agreement conditions required in order to draw upon such Letter of Credit; (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, messages by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiG) for the misapplication by the beneficiary of a any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and or (viiiH) for any consequences arising from causes beyond the control of the Administrative Lenders or Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental ActsAuthority. None of the above foregoing shall affect, impair, impair or prevent the vesting of any Issuing Bank’s rights or powers of Agent and the Lenders under this Section 3.10Section. (ciii) In furtherance and extension extension, and not in limitation limitation, of the specific provisions hereinabove set forthforth above, any action taken or omitted by Agent or any Issuing Bank Lender under or in connection with any of the Letters of Credit or any related certificates shall notcertificates, if taken or omitted in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, shall not put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (div) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained The undertaking in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this AgreementAgreement and the repayment of all Obligations hereunder.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative te Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10SECTION 3.9. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 SECTION 3.9 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement. THE PARTIES INTEND FOR THE INDEMNIFICATION PROVISIONS OF THIS SECTION 3.9 TO APPLY AND PROTECT EACH INDEMNIFIED PERSON FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, CONTRIBUTING OR CONCURRING CAUSE OF ANY CLAIM.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to ----------- protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender harmless from and against any and all liabilities Liabilities and costs Costs which the Administrative Agent, Agent or such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any the Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, jurisdiction or (ii) the failure of such Issuing Bank to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “"Governmental Acts”").. ----------------- (b) As among between the Borrower, the Revolving LendersAdministrative Agent, the Administrative Agent Lenders and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters such Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditIssuing Banks, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Agent and the Lenders shall not be responsible (except, in the absence case of an Issuing Bank, for such Issuing Bank's gross negligence or willful misconduct in ================================================================= connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, facsimile, or other similar form of teletransmission or otherwise, whether or not they be in cipher; (viv) for errors in interpretation of technical trade terms; (viv) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viivi) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viiivii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, Lenders including any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10.3.09. ------------ (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any an Issuing Bank under or in connection with the Letters of Credit issued on behalf of the Borrower or any related certificates certificates, if taken or omitted in good faith, shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the each Borrower hereby for whose account such Issuing Bank has Issued a Letter of Credit agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, each such Issuing Bank and each Revolving Lender under the applicable Credit Facility harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance Issuance of any such Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such Issuing Bank Issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bii) As among between the BorrowerDomestic Borrowers on the one hand and the Administrative Agent, the Revolving LendersDomestic Lenders and the Issuing Bank under the Domestic Facility on the other hand, the Administrative Agent and each Issuing Bank, the Borrower assumes such Borrowers assume all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of CreditCredit Issued pursuant to the Domestic Facility. As between the Multicurrency Borrowers on the one hand and the Administrative Agent, Multicurrency Lenders and the Issuing Bank under the Multicurrency Facility on the other hand, such Borrowers assume all risks of the acts and omissions of, or misuse of Letters of Credit by, the respective beneficiaries of the Letters of Credit issued pursuant to the Multicurrency Facility. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditReimbursement Agreements, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender and the Lenders shall not be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance Issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiG) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any litigation, proceeding or charges with respect to such Letter of Credit; and (viiiI) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and Bank or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, ; except in the absence cases of gross negligence or willful misconductCLAUSES (A) (with respect to form only), (B), (C), (D), (E), (F), (H) AND (I) Bank, as determined in a judgment by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates certificates, in accordance with the terms thereof, shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in 62 the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section SECTION 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section SECTION 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to amounts payable as elsewhere provided in this Article 3Section 2.1, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, than as a result of its Lender’s gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such Issuing Bank Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bii) As among the BorrowerBorrower and Lender, the Revolving Lenders, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall not be responsible (responsible, in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): , (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative AgentLender, the Issuing Banks and the Revolving Lenders, including, including without limitation, any Governmental Acts. None of the above shall affect, impair, impair or prevent the vesting of any Issuing BankLender’s rights or powers under this Section 3.102.1. (ciii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forthforth above, any action taken or omitted by any Issuing Bank Lender under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to Lender or to any such other Person. (div) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 2.1 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (b) As among the Borrower, the Revolving Lenders, Lenders and the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s 's rights or powers under this Section 3.10SECTION 3.9. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the Issuing Bank, the Administrative Agent Bank or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 SECTION 3.9 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (ai) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the Borrower hereby agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such the Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts Authority. In no event shall the Issuing Bank be liable to the Borrower or omissions herein called “Governmental Acts”)any Lender for consequential or special damages. (bii) As among between the BorrowerBorrower and any of its Subsidiaries for whose account a Letter of Credit is issued on the one hand and the Agent, the Revolving Lenders, Lenders and the Administrative Agent and each Issuing BankBanks on the other hand, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications Reimbursement Agreements, the Issuing Banks and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Lenders shall not be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (ivD) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (viiG) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viiiH) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees Borrowers hereby, jointly and severally, agree to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the BorrowerBorrowers, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrowers or the Borrower Representative at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower Borrowers or relieve the Borrower Borrowers of any of its their obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to all other ---------------------------- amounts payable as elsewhere provided in this Article 3to the Issuing Bank, the Borrower hereby agrees to protectdefend, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance Issuance of any Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or -- ---- -- ----- Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (bB) As among between the BorrowerBorrower on the one hand and the Administrative Agent, the Revolving Lenders, Lenders and the Administrative Agent and each Issuing BankBank on the other hand, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditReimbursement Agreements, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): , (i) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance Issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, facsimile, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any litigation, proceeding or charges with respect to such Letter of Credit; and (ix) any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and Bank or the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the each Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each the Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such the Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the BorrowerBorrowers, the Revolving Lenders, the Administrative Agent and each the Issuing Bank, the Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the any Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any the Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission facsimile, electronic transmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks Bank and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Bank’s rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by put the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the any Borrower or relieve the any Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower Borrowers hereunder, the agreements and obligations of the Borrower Borrowers contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of its gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence Gross Negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section 3.103.9. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 3.9 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Article 3ARTICLE III, the Borrower Southland hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Senior Lender harmless from and against any and all liabilities claims, demands, liabilities, damages, losses, costs, charges and costs expenses (including reasonable attorneys' fees) which the Administrative Agent, Agent or such Issuing Bank or such Revolving Senior Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Facility Letter of Credit other than, in the case of such an Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, jurisdiction or (ii) the failure of such the Issuing Bank issuing a Facility Letter of Credit to honor a drawing under a such Facility Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental "Government Acts”"). (b) As among the Borrowerbetween Southland, the Revolving Lenders, the Administrative Agent Senior Lenders and each Issuing BankBank issuing a Facility Letter of Credit, the Borrower Southland assumes all risks of the acts and omissions of, or misuse of such Letter Facility Letters of Credit by, the beneficiary respective beneficiaries of any the Facility Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications applications, the Issuing Banks and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender Senior Lenders shall not be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Facility Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Facility Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Facility Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Facility Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, Senior Lenders including, without limitation, any Governmental Government Acts. None of the above shall affect, impair, or prevent the vesting of any of an Issuing Bank’s 's rights or powers under this Section SECTION 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any an Issuing Bank under or in connection with the Facility Letters of Credit or any related certificates certificates, if taken or omitted in good faith, shall not, in not put the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender Senior Lenders under any resulting liability to the Borrower Southland or relieve the Borrower Southland of any of its obligations hereunder to any such Person. (d) Without prejudice Notwithstanding anything to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contrary contained in this Section 3.10, Southland shall have no obligation to indemnify an Issuing Bank under this Section 3.10 shall survive the payment in full respect of principal and interest hereunder, the termination any liability incurred by such Issuing Bank arising out of the Letters gross negligence or willful misconduct of Credit and the termination of this Agreementsuch Issuing Bank.

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such the applicable Issuing Bank, as a result of to the extent resulting from its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each the Issuing BankBanks, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters Letter of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such the applicable Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

Indemnification; Exoneration. (a) In addition to all other amounts payable as elsewhere provided in this Article 3to an Issuing Bank, the each Borrower hereby agrees to protectdefend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank), indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender harmless from and against any and all liabilities claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and costs expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit other than, in than as a result of the case gross negligence or willful misconduct of such the Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (iiB) the failure of such the Issuing Bank issuing a Letter of Credit to honor a drawing under a such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions herein called “Governmental Acts”)Authority. (b) As among between each Borrower on the Borrowerone hand and the Agent, the Revolving LendersLenders and the Issuing Banks on the other hand, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter Letters of Credit by, the beneficiary respective beneficiaries of any the Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications Reimbursement Agreements, the Issuing Banks and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of CreditLenders shall not be responsible, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible for: (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (iA) for the form, validity, legality, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) for the validity validity, legality or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of a Letter of Credit to duly comply duly with conditions required in order to draw upon such Letter of Credit; provided, however that with respect to any Letter of Credit, the foregoing subclause (ivC) shall not relieve the Issuing Bank of any liability it may have to any Borrower for any actual damages sustained by such Borrower arising from a wrongful payment under such Letter of Credit made as a result of the Issuing Bank's gross negligence or willful misconduct; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission telex or otherwise, whether or not they be in cipher; (vE) for errors in interpretation of technical trade terms; (viF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; thereof (vii) other than anything for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.which an Issuing

Indemnification; Exoneration. (aA) In addition to amounts payable as ----------------------------- elsewhere provided in this Article 3III, the Borrower hereby agrees to protect, ----------- indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental ------- -------- Authority (all such acts or omissions herein called “"Governmental Acts”"). (bB) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s 's rights or powers under this Section ------- 3.10.. ---- (cC) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (dD) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest ------------- hereunder, the termination of the Letters of Credit and the termination of this Agreement.