Common use of Indemnification; Nature of Issuing Bank's Duties Clause in Contracts

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (a) the issuance of any Letter of Credit or (b) the failure of such Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with any present or future de jure or de facto Legal Requirement. (ii) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Bank) shall be responsible: (a) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (c) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (d) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (e) for any consequences arising from causes beyond the control of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J, the Borrower shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2Article III, the ----------- Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or any L/C Undertaking or (bB) the failure of such Lender the Underlying Issuer or the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit or any L/C Undertaking by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement ----------- obligations of the Borrower contained in Section 2.2.D 3.4 above. The obligations of ----------- the Borrower under this Section 2.2.J 3.8 shall survive the termination of this Credit ----------- Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J------- 3.8, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in --- respect of any liability incurred by such Lender to the extent Issuing Bank arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.22.7, the Borrower Company hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Letter of Credit or (bii) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority (all such acts or omissions, herein called “Government Acts”). (iib) As Subject to Section 3.9(e), as between the Borrower Company and the Lenders (including the Issuing Bank), the Borrower Company shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsibleresponsible for: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit, so long as the Issuing Bank acts with reasonable care in connection therewith; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dv) for errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (evii) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In Subject to Section 3.9(e), in furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyCompany. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Company, including including, without limitation, any and all Governmental Actionrisks of the acts or omissions, whether rightful or wrongful, of any Government Authority. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.9 is intended to limit the reimbursement obligations obligation of the Borrower Company contained in Section 2.2.D above2.7(d). The obligations of the Borrower Company under this Section 2.2.J 3.9 shall survive the termination of this Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.9, the Borrower Company shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank arising out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank (including action not taken by an Issuing Bank), as determined in a final judgment of by a court of competent jurisdiction, jurisdiction or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementarbitration ruling.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.2Article III, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with any present or future de jure or de facto Legal RequirementGovernment Acts. (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above3.4. The obligations of the Borrower under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.JArticle III, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank on any action or omission by the Issuing Bank not in accordance with the standards of care specified in the UCP or the UCC, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable elsewhere pursuant to this Section 2.2Agreement, without duplication, the Domestic Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Domestic Issuing Bank, the Administrative Agent and each Domestic Revolving Lender harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorneys’ feesattorney's fees and disbursements) that such which the Domestic Issuing Bank, the Administrative Agent or any Domestic Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Letter L/C for the account of Credit the Domestic Borrower; or (bii) the failure of such Lender the Domestic Issuing Bank to honor a drawing under a Letter of Credit as a result of any L/C due to any act or omission, omission (whether rightful or wrongful, in connection with ) of any present or future de jure or de facto Legal Requirementgovernment or governmental authority. (iib) As between In addition to amounts payable elsewhere pursuant to this Agreement, without duplication, the Sterling Borrower hereby agrees to protect, indemnify, pay and save the Lenders (including the UK Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Administrative Agent and each Sterling Revolving Lender (including the Issuing Bank) shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for harmless from and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (c) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (d) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (e) for any consequences arising from causes beyond the control of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorney's fees and disbursements) which the UK Issuing Bank, the Administrative Agent or any Sterling Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any L/C for the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each account of the other Loan Parties), including any and all Governmental Action. No Lender Sterling Borrower; or (including ii) the failure of the UK Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else Bank to pay any honor a drawing under any Letter of Credit as a result L/C due to any act or omission (whether rightful or wrongful) of any Government Action present or any other cause beyond the control of such Lenderfuture de jure or de facto government or governmental authority. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (vc) Notwithstanding anything to the contrary any other provision contained in this Section 2.2.JAgreement, neither Issuing Bank shall be obligated to issue any L/C if the Borrower issuance of such L/C shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred become unlawful or prohibited by compliance by such Lender to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to in good faith with any law, governmental rule, guideline, request, order, injunction, judgment or decree (whether or not having the extent caused by the Issuing Bank’s failure to pay under any Letter force of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw).

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.2Article III, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with any present or future de jure or de facto Legal RequirementGovernment Acts. (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above3.4. The obligations of the Borrower under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.JArticle III, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank on any action or omission by the Issuing Bank not in accordance with the standards of care specified in the UCP or the UCC, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.2Section, the Borrower Borrowers jointly and severally shall and do hereby agrees to pay, and protect, indemnify indemnify, pay and save Issuing Bank and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority (all such acts or omissions, herein called "Government Acts"). (ii) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions omission or misuse of any Letter of Credit by the beneficiary thereof. No Lender , and Issuing Bank shall not be responsible (including the Issuing Bank) shall be responsible: (aA) 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 any Letter of Credit, even if it any such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; , (bB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; , (cC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; , (dD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; , and (eE) for any consequences arising from causes beyond the control of such LenderIssuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forthof the foregoing, any action taken or omitted by Issuing Bank or any Lender (including the Issuing Bank)Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Issuing Bank or such Lender under any resulting liability to the Borrower Borrowers or any other Loan Partyof their Subsidiaries. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify Issuing Bank and each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower Borrowers (on behalf of itself themselves and each of the other Loan Partiestheir Subsidiaries), including including, without limitation, any and all Governmental ActionGovernment Acts. No Issuing Bank and the Lender (including the Issuing Bank) shallshall not, in any way, be liable for any failure by such Lender Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such LenderIssuing Bank. (iv) Nothing in this Section 2.2.J subsection (h) is intended to limit the joint and several reimbursement obligations of the Borrower Borrowers contained in Section 2.2.D subsection (d) above. The joint and several obligations of the Borrower Borrowers under this Section 2.2.J subsection (h) shall survive the termination of this Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank or any Lender to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.Jsubsection (h), the Borrower Borrowers shall not have any an obligation (a) to indemnify Issuing Bank or any Lender (including the Issuing Bank) in respect of any liability incurred by Issuing Bank or such Lender to the extent (A) arising solely out of the gross negligence or willful misconduct of Issuing Bank or such Lender, as determined in a final judgment of by a court of competent jurisdiction, or (bB) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementat law, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.22.4, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dv) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (evii) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental Actionrisks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 2.13 is intended to limit the reimbursement obligations obligation of the Borrower contained in Section 2.2.D above2.4(d) hereof. The obligations of the Borrower under this Section 2.2.J 2.13 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J2.13, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank arising out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank or as a result of a wrongful dishonor of a drawing under a Letter of Credit by the Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2Article III, the Borrower hereby agrees Borrowers agree to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any actions of a Governmental ActionAuthority. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrowers, including including, without limitation, any and all acts of a Governmental ActionAuthority. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action acts of a Governmental Authority or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D 3.4 above. The obligations of the Borrower Borrowers under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.8, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2Article IV, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Agent and each Lender and Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such arising from the claims of third parties against the Agent, Issuing Bank or Lender may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Facility Letter of Credit other than, in the case of an Issuing Bank, as a result of its willful misconduct or gross negligence, or (bii) the failure of such Lender an 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, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority. (iib) As between among the Borrower Borrower, the Lenders, the Agent and the Lenders (including the Issuing Bank), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter Facility Letters of Credit by by, the beneficiary thereofrespective beneficiaries of such Facility Letters of Credit. No Lender (including In furtherance and not in limitation of the foregoing, neither the Issuing Bank) Bank nor the Agent nor any Lender shall be responsible: (ai) 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 any Letter 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; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Facility Letter of Credit to comply fully with conditions required in order to draw upon such Facility Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dv) for any loss or delay errors in the transmission or otherwise interpretation of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (e) for any consequences arising from causes beyond the control of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J, the Borrower shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.technical terms;

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2Article III, the ----------- Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or any L/C Undertaking or (bB) the failure of such Lender the Underlying Issuer or the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit or any L/C Undertaking by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement ----------- obligations of the Borrower contained in Section 2.2.D 3.4 above. The obligations of ----------- the Borrower under this Section 2.2.J 3.8 shall survive the termination of this Credit ----------- Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J------- 3.8, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in ---- respect of any liability incurred by such Lender to the extent Issuing Bank arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section ------- 2.2, the each Borrower hereby agrees to pay, and protect, indemnify and save --- each Lender harmless from and against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (a) the issuance of any Letter of Credit or (b) the failure of such Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirement. (ii) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Bank) shall be responsible: (a) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (c) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (d) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (e) for any consequences arising from causes beyond the control of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents.. ----------- (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the any Borrower or any other Loan Partymember of the Borrower Group. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the each Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J 2.2.I. is intended to limit the -------------- reimbursement obligations of the any Borrower contained in Section 2.2.D 2.2.D. -------------- above. The obligations of the each Borrower under this Section 2.2.J 2.2.I. shall -------------- survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J2.2.I., the no Borrower shall not have any obligation (a) to indemnify any -------------- Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent (a) arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.22.6, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirement.government or Governmental Authority (all such acts or omissions, herein called "Government Acts"). --------------- (ii) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (aA) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (cC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (eE) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Credit Parties), including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (iv) Nothing in this Section 2.2.J subsection (h) is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D subsection (d) above. The obligations of the Borrower under this Section 2.2.J subsection (h) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.Jsubsection (h), the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (A) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bB) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.22.5, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"). (ii) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (aA) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (cC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (d) for D)for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (eE) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)including, including without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (iv) Nothing in this Section 2.2.J subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D subsection (d) above. The obligations of the Borrower under this Section 2.2.J subsection (i) shall survive the termination of this Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.Jsubsection (i), the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability claims, demands, liabilities, damages, losses, costs, charges or expenses incurred by such Lender to the extent Issuing Bank (A) arising out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bB) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.2Article III, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with any present or future de jure or de facto Legal RequirementGovernment Acts. (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection connec­tion with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above3.4. The obligations of the Borrower under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.JArticle III, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank on any action or omission by the Issuing Bank not in accordance with the standards of care specified in the UCP or the UCC, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2Article IV, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Administrative Agent and each Lender and Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such arising from the claims of third parties against the Administrative Agent, any Issuing Bank or any Lender may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Facility Letter of Credit other than, in the case of an Issuing Bank, as a result of its willful misconduct or gross negligence, or (bii) the failure of such Lender an Issuing Bank to honor a drawing under a Facility Letter of Credit issued by it as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority. (iib) As between among the Borrower Borrower, the Lenders, the Administrative Agent and the Lenders (including the any Issuing Bank), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter Facility Letters of Credit by by, the beneficiary thereofrespective beneficiaries of such Facility Letters of Credit. No In furtherance and not in limitation of the foregoing, neither the Administrative Agent nor any Lender nor (including subject to the provisions of Section 4.9(d)) an Issuing Bank) Bank shall be responsible: (ai) 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 any Letter 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; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Facility Letter of Credit to comply fully with conditions required in order to draw upon such Facility Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dv) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a 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 Facility Letter of Credit; and (eviii) for any consequences arising from causes beyond the control of the Administrative Agent, such LenderIssuing Bank and the Lenders including, including without limitation, any Governmental Actionact or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. None of the above shall affect, impair, or prevent the vesting of the any of an Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in under this Section 9.3 or in any of the LOC Documents4.9. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the an Issuing Bank), Bank under or in connection with any Letter the Facility Letters of Credit or the any related certificates, if taken or omitted in good faith, shall not put such Issuing Bank, the Administrative Agent or any Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by relieve the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or of its obligations hereunder to any other cause beyond the control of such LenderPerson. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (vd) Notwithstanding anything to the contrary contained in this Section 2.2.J4.9, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the an Issuing Bank) Bank under this Section 4.9 in respect of any liability incurred by such Lender to the extent Issuing Bank arising primarily out of the willful misconduct or gross negligence or willful misconduct of such LenderIssuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify out of the wrongful dishonor by such Issuing Bank to of a proper demand for payment made under the extent caused Facility Letters of Credit issued by the such Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementdishonor was made at the request of the Borrower.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2Article III, the Borrower hereby CBI agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or any L/C Undertaking or (bB) the failure of such Lender the Underlying Issuer or the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower CBI and the Lenders (including the Issuing Bank), the Borrower CBI shall assume all risks of the acts, omissions or misuse of any Letter of Credit or any L/C Undertaking by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyCBI. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)CBI, including including, without limitation, any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J, the Borrower shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.Government

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.2Article III, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible, in the absence of its gross negligence or willful misconduct: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D 3.4 above. The obligations of the Borrower under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.8, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender the Issuing Bank (i) to the extent arising out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.22.16, the Borrower hereby agrees to protect, indemnify, pay, save and protect, indemnify hold the Issuing Bank and save each Lender the Revolving Lenders harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ feesfees and expenses, excluding the allocated cost of internal counsel) that such the Issuing Bank or any Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority not resulting from the gross negligence or willful misconduct of the Issuing Bank or the Revolving Lenders, as applicable (all such acts or omissions, herein called “Government Acts”). (ii) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (aA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any LOC Document or other document submitted by any party Person in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (cC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, swift or otherwise, whether or not they be in cipher; (dD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (eE) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan PartiesCredit Party), including including, without limitation, risks associated with any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (iv) Nothing in this Section 2.2.J subsection (h) is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D subsections (c) and (d) above. The obligations of the Borrower under this Section 2.2.J subsection (h) shall survive the termination of this AgreementCredit Agreement and the Commitments. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.JCredit Agreement, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (A) arising out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, jurisdiction or (bB) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a draw request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal RequirementApplicable Law.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.2Article III, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable and documented attorneys’ fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with any present or future de jure or de facto Legal RequirementGovernment Acts. (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above3.4. The obligations of the Borrower under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.JArticle III, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank or any action or omission by the Issuing Bank not in accordance with the standards of care specified in the UCP or the UCC, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.21.10, without duplication, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender Issuing Bank (and if the other Banks have been requested to participate pursuant to Section 1.10(e), the Banks) harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees' fees and allocated costs of internal counsel) that which such Lender Bank may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Letter the Letters of Credit or (bii) the failure of such Lender Issuing Bank to honor a drawing under a any Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure DE JURE or de facto Legal Requirement. DE FACTO government or Governmental Authority (ii) all such acts or omissions herein called "Government Acts"). As between the Borrower and the Lenders (including the each Issuing Bank), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter the Letters of Credit issued by such Issuing Bank at the beneficiary thereofBorrower's request by, the respective beneficiaries of such Letters of Credit. No Lender (including In furtherance and not in limitation of the foregoing, such Issuing Bank) Bank shall not be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect effects of any document submitted by any party in connection with the application for and issuance of any Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of any such Letter of Credit to comply fully 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 otherwise, whether or not they be are in cipher; (dv) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (eviii) for any consequences arising from causes beyond the control of such LenderIssuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the any of such Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) . In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or Bank in connection with any Letter the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J1.10, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender Issuing Bank arising solely out of and to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment Issuing Bank or out of the wrongful dishonor by such Issuing Bank of a court of competent jurisdiction, or (b) to indemnify proper demand for payment under the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter Letters of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited issued by any Legal Requirementit.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2Article III, the Borrower hereby agrees Borrowers agree to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with any present or future de jure or de facto Legal RequirementGovernment Acts. (iib) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrowers, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above3.4. The obligations of the Borrower Borrowers under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.8, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender the Issuing Bank (i) to the extent arising out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2ARTICLE III, the Borrower hereby agrees Borrowers agree to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrowers, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J SECTION 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D SECTION 3.4 above. The obligations of the Borrower Borrowers under this Section 2.2.J SECTION 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.JSECTION 3.8, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.2Article 3, the Borrower Borrowers hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including Except as a result of the gross negligence or willful misconduct of the Issuing Bank) , the Issuing Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrowers, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D 3.4 above. The obligations of the Borrower Borrowers under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.8, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.22.9, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank and the Banks with Revolving Commitments harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank or any Bank with a Revolving Commitment may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirement.government or governmental authority (all such acts or omissions, herein called "Government Acts"). --------------- (ii) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (aA) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (cC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (eE) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan Credit Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Credit Parties), including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (iv) Nothing in this Section 2.2.J subsection (h) is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D subsection (d) above. The obligations of the Borrower under this Section 2.2.J subsection (h) shall survive the termination of this Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.Jsubsection (h), the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (A) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bB) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.2Article III, the Borrower Borrowers hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrowers, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D 3.4 above. The obligations of the Borrower Borrowers under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.8, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.23, without duplication, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorneys’ fees' fees and disbursements and, after a Default, allocated costs of internal counsel) that which such Lender Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Letter of Credit for the account of the Borrower other than as a result of the gross negligence or willful misconduct of such Issuing Bank or (bii) the failure of such Lender Issuing Bank to honor a drawing under a any Letter of Credit as a result of any due to an act or omission, omission (whether rightful or wrongful, in connection with ) of any present or future de jure or de facto Legal Requirement. (ii) government or governmental authority. As between the Borrower and the Lenders (including the each Issuing Bank), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter the Letters of Credit issued by such Issuing Bank, by the beneficiary thereof. No Lender (including respective beneficiaries of such Letters of Credit, other than losses resulting from the gross negligence or willful misconduct of such Issuing Bank) . In furtherance and not in limitation of the foregoing, no Issuing Bank shall be responsible: (ai) for the form, validity, sufficiency, accuracy, genuineness or legal effect effects of any document submitted by any party in connection with the application for and issuance of any Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forgedforged or otherwise invalid; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of any such Letter of Credit to comply fully 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 telex, telecopy or otherwise, whether or not they be in cipher; (dv) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit; and (eviii) for any consequences arising from causes beyond the control of such LenderIssuing Bank, including including, without limitation, any Governmental Actionact or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. None of the above shall affect, impair, or prevent the vesting of the any such Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) . In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), Bank under or in connection with any Letter the Letters of Credit issued by it or the related certificates, if taken or omitted in good faiththe absence of gross negligence or willful misconduct, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such LenderBorrower. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J, the Borrower shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2Article IV, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Administrative Agent, the Issuing Bank and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such arising from the claims of third parties against the Administrative Agent, the Issuing Bank or any Lender may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Facility Letter of Credit other than, in the case of the Issuing Bank, as a result of its willful misconduct or gross negligence, or (bii) the failure of such Lender an 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, in connection with of any present or future de jure or de facto Legal RequirementGovernmental Authority. (iib) As between among the Borrower Borrower, the Lenders, the Administrative Agent and the Lenders (including the Issuing Bank), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter Facility Letters of Credit by by, the beneficiary thereofrespective beneficiaries of such Facility Letters of Credit. No Lender (including In furtherance and not in limitation of the foregoing, neither the Issuing Bank) Bank nor the Administrative Agent nor any Lender shall be responsible: (ai) 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 any Letter 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; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Facility Letter of Credit to comply fully with conditions required in order to draw upon such Facility Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile transmission or otherwise, whether or not they be in cipher; (dv) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a any Facility Letter of Credit or of the proceeds thereof; and (evii) for any consequences arising from causes beyond the control misapplication by the beneficiary of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any a Facility Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance proceeds of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J, the Borrower shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.any

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2Article III, the Borrower hereby agrees Borrowers agree to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrowers, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D 3.4 above. The obligations of the Borrower Borrowers under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.8, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.22.5, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority (all such acts or omissions, herein called "Government Acts"). (ii) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (aA) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (cC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (eE) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)including, including without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (iv) Nothing in this Section 2.2.J subsection (j) is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D subsection (e) above. The obligations of the Borrower under this Section 2.2.J subsection (j) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.Jsubsection (i), the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability claims, demands, liabilities, damages, losses, costs, charges or expenses incurred by such Lender to the extent Issuing Bank (A) arising out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bB) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.22.6, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirement.government or Governmental Authority (all such acts or omissions, herein called "Government Acts"). ---------------- (ii) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (aA) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (cC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (eE) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Credit Parties), including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (iv) Nothing in this Section 2.2.J subsection (h) is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D subsection (d) above. The obligations of the Borrower under this Section 2.2.J subsection (h) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.Jsubsection (h), the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (A) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bB) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section ------- 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save --- each Lender harmless from and against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (a) the issuance of any Letter of Credit or (b) the failure of such Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal RequirementGovernmental Action. (ii) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Bank) shall be responsible: (a) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (c) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (d) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (e) for any consequences arising from causes beyond the control of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC ----------- Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J 2.2.I. is intended to limit the ------------- reimbursement obligations of the Borrower contained in Section 2.2.D 2.2.D. above. The obligations of the Borrower under this Section 2.2.J 2.2.I. shall ------------- survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J2.2.I., the Borrower shall not have any no obligation (a) to indemnify any -------------- Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent (a) arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2Article III, the Borrower hereby agrees ----------- Borrowers agree to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrowers, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement ----------- obligations of the Borrower contained in Section 2.2.D 3.4 above. The obligations ----------- of the Borrower Borrowers under this Section 2.2.J 3.8 shall survive the termination of ----------- this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J------- 3.8, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank --- in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.22.16, the Borrower hereby agrees to protect, indemnify, pay, save and protect, indemnify hold the Issuing Bank and save each Lender the Revolving Lenders harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees' fees and expenses, excluding the allocated cost of internal counsel) that such the Issuing Bank or any Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirement.government or governmental authority not resulting from the gross negligence or willful misconduct of the Issuing Bank or the Revolving Lenders, as applicable (all such acts or omissions, herein called "Government ---------- Acts"). ---- (ii) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (aA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any LOC Document or other document submitted by any party Person in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (cC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, swift or otherwise, whether or not they be in cipher; (dD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (eE) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan PartiesCredit Party), including including, without limitation, risks associated with any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (iv) Nothing in this Section 2.2.J subsection (h) is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D subsections (c) and (d) above. The obligations of the Borrower under this Section 2.2.J subsection (h) shall survive the termination of this AgreementCredit Agreement and the Commitments. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.JCredit Agreement, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (A) arising out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, jurisdiction or (bB) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a draw request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal RequirementApplicable Law.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2ARTICLE III, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with any present or future de jure or de facto Legal RequirementGovernment Acts. (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J SECTION 3.7 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D SECTION 3.4 above. The obligations of the Borrower under this Section 2.2.J SECTION 3.7 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.JSECTION 3.7, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2Article IV, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Agent and each Lender and Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such arising from the claims of third parties against the Agent, Issuing Bank or Lender may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Facility Letter of Credit other than, in the case of an Issuing Bank, as a result of its willful misconduct or gross negligence, or (bii) the failure of such Lender an 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, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority. (iib) As between among the Borrower Borrower, the Lenders, the Agent and the Lenders (including the Issuing Bank), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter Facility Letters of Credit by by, the beneficiary thereofrespective beneficiaries of such Facility Letters of Credit. No Lender (including In furtherance and not in limitation of the foregoing, neither the Issuing Bank) Bank nor the Agent nor any Lender shall be responsible: (ai) 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 any Letter 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; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason; (c) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (d) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (e) for any consequences arising from causes beyond the control of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J, the Borrower shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.ineffective

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2Article IV, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Administrative Agent and each Lender and Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such arising from the claims of third parties against the Administrative Agent, any Issuing Bank or any Lender may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Facility Letter of Credit other than, in the case of an Issuing Bank, as a result of its willful misconduct or gross negligence, or (bii) the failure of such Lender an Issuing Bank to honor a drawing under a Facility Letter of Credit issued by it as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority. (iib) As between among the Borrower Borrower, the Lenders, the Administrative Agent and the Lenders (including the any Issuing Bank), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter Facility Letters of Credit by by, the beneficiary thereofrespective beneficiaries of such Facility Letters of Credit. No In furtherance and not in limitation of the foregoing, neither the Administrative Agent nor any Lender nor (including subject to the provisions of Section 4.9(d)) an Issuing Bank) Bank shall be responsible: (ai) 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 any Letter 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; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Facility Letter of Credit to comply fully with conditions required in order to draw upon such Facility Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dv) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a 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 Facility Letter of Credit; and (eviii) for any consequences arising from causes beyond the control of the Administrative Agent, such LenderIssuing Bank and the Lenders including, including without limitation, any Governmental Actionact or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority. None of the above shall affect, impair, or prevent the vesting of the any of an Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in under this Section 9.3 or in any of the LOC Documents4.9. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the an Issuing Bank), Bank under or in connection with any Letter the Facility Letters of Credit or the any related certificates, if taken or omitted in good faith, shall not put such Issuing Bank, the Administrative Agent or any Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by relieve the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or of its obligations hereunder to any other cause beyond the control of such LenderPerson. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (vd) Notwithstanding anything to the contrary contained in this Section 2.2.J4.9, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the an Issuing Bank) Bank under this Section4.9 in respect of any liability incurred by such Lender to the extent Issuing Bank arising primarily out of the willful misconduct or gross negligence or willful misconduct of such LenderIssuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify out of the wrongful dishonor by such Issuing Bank to of a proper demand for payment made under the extent caused Facility Letters of Credit issued by the such Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementdishonor was made at the request of the Borrower.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2Article III, the Borrower hereby CBI agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or any L/C Undertaking or (bB) the failure of such Lender the Underlying Issuer or the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower CBI and the Lenders (including the Issuing Bank), the Borrower CBI shall assume all risks of the acts, omissions or misuse of any Letter of Credit or any L/C Undertaking by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyCBI. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)CBI, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower CBI contained in Section 2.2.D 3.4 above. The obligations of the Borrower CBI under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.8, the Borrower CBI shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2Article IV, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Administrative Agent, the Issuing Bank and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such arising from the claims of third parties against the Administrative Agent, the Issuing Bank or any Lender may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Facility Letter of Credit other than, in the case of the Issuing Bank, as a result of its willful misconduct or gross negligence, or (bii) the failure of such Lender an 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, in connection with of any present or future de jure or de facto Legal RequirementGovernmental Authority. (iib) As between among the Borrower Borrower, the Lenders, the Administrative Agent and the Lenders (including the Issuing Bank), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter Facility Letters of Credit by by, the beneficiary thereofrespective beneficiaries of such Facility Letters of Credit. No Lender (including In furtherance and not in limitation of the foregoing, neither the Issuing Bank) Bank nor the Administrative Agent nor any Lender shall be responsible: (ai) 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 any Letter 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; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Facility Letter of Credit to comply fully with conditions required in order to draw upon such Facility Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile transmission or otherwise, whether or not they be in cipher; (dv) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a 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 Facility Letter of Credit; and (eviii) for any consequences arising from causes beyond the control of such Lenderthe Administrative Agent, including the Issuing Bank and the Lenders including, without limitation, any act or omission, whether rightful or wrongful, of any Governmental ActionAuthority. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in under this Section 9.3 or in any of the LOC Documents4.9. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the an Issuing Bank), Bank under or in connection with any Letter the Facility Letters of Credit or the any related certificates, if taken or omitted in good faith, shall not put such Issuing Bank, the Administrative Agent or any Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by relieve the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or of its obligations hereunder to any other cause beyond the control of such LenderPerson. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (vd) Notwithstanding anything to the contrary contained in this Section 2.2.J4.9, the Borrower shall not have any no obligation (a) to 70 indemnify any Lender (including the an Issuing Bank) Bank under this Section 4.9 in respect of any liability incurred by such Lender to the extent Issuing Bank arising primarily out of the willful misconduct or gross negligence or willful misconduct of such LenderIssuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify out of the wrongful dishonor by such Issuing Bank to of a proper demand for payment made under the extent caused Facility Letters of Credit issued by the such Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementdishonor was made at the request of the Borrower.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.24, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save --------- the Agent, the Documentation Agent, each Issuing Bank and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including including, without limitation, reasonable attorneys’ ' fees) that arising from the claims of third parties against the Agent, the Documentation Agent, or such Issuing Bank or Lender may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Facility Letter of Credit other than, in the case of an Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by a court of competent jurisdiction or (bii) the failure of such Lender 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, in connection with of any present or future de jure or de facto Legal Requirement.government or governmental authority (all such acts or omissions herein called "Government Acts"). ---------------- (iib) As between among the Borrower Borrower, each Lender and the Lenders (including the each Issuing Bank)Bank issuing a Facility Letter of Credit, the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter such Facility Letters of Credit by by, the beneficiary thereofrespective beneficiaries of the Facility Letters of Credit. No Lender (including In furtherance and not in limitation of the foregoing, the Issuing Bank) Banks and the Lenders shall not be responsible: (ai) 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 any Letter 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; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Facility Letter of Credit to comply fully 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 otherwise, whether or not they be in cipher; (dv) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a 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 (eviii) for any consequences arising from causes beyond the control of such Lenderthe Agent, including the Documentation Agent, the Issuing Banks and the Lenders including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the any of an Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in under this Section 9.3 or in any of the LOC Documents.4.10. ------------ (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the an Issuing Bank), Bank under or in connection with any Letter the Facility Letters of Credit or the any related certificates, if taken or omitted in good faith, shall not put such the Issuing Bank, the Agent, the Documentation Agent or any Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by relieve the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or of its obligations hereunder to any other cause beyond the control of such LenderPerson. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (vd) Notwithstanding anything to the contrary contained in this Section 2.2.J4.10, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the an Issuing Bank) ------------ Bank under this Section 4.10 in respect of any liability incurred by such Lender to the extent ------------ Issuing Bank arising primarily out of the gross negligence or willful misconduct of such LenderIssuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify out of the wrongful dishonor by such Issuing Bank to of a proper demand for payment made under the extent caused Facility Letters of Credit issued by the such Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementdishonor was made at the request of the Borrower.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.2Article III, the Borrower Borrowers hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrowers, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower Borrowers contained in Section 2.2.D 3.4 above. The obligations of the Borrower Borrowers under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.8, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2Article XIII, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Agent, the Issuing Bank and each Lender Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender may incur arising from the claims of third parties against the Agent, the Issuing Bank or be subject to any Bank as a consequence, direct or indirect, of (ai) the issuance of any Facility Letter of Credit other than, in the case of the Issuing Bank, as a result of its willful misconduct or gross negligence, or (bii) the failure of such Lender the Issuing Bank to honor a drawing under a Facility Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present government, court or future de jure other governmental agency or de facto Legal Requirementauthority. (iib) As between among the Borrower Borrower, the Banks, the Agent and the Lenders (including the Issuing Bank), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter Facility Letters of Credit by by, the beneficiary thereofrespective beneficiaries of such Facility Letters of Credit. No Lender (including In furtherance and not in limitation of the foregoing, neither the Issuing Bank) Bank nor the Agent nor any Bank shall be responsible: (ai) 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 any Letter 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; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any a Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Facility Letter of Credit to comply fully with conditions required in order to draw upon such Facility Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile transmission or otherwise, whether or not they be in cipher; (dv) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a any Facility Letter of Credit or of the proceeds thereof; and (evii) for the misapplication by the beneficiary of a Facility Letter of Credit of the proceeds of any drawing under such Facility Letter of Credit; or (viii) for any consequences arising from causes beyond the control of such Lenderthe Agent, including the Issuing Bank and the Banks including, without limitation, any Governmental Actionact or omission, whether rightful or wrongful, of any government, court or other governmental agency or authority. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in under this Section 9.3 or in any of the LOC Documents13.9. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), Bank under or in connection with any Letter the Facility Letters of Credit or the any related certificates, if taken or omitted in good faith, shall not put such Lender the Issuing Bank, the Agent or any Bank under any resulting liability to the Borrower or relieve the Borrower of any other Loan Party. It is of its obligations hereunder to any such Person, but the intention of the parties that this Agreement foregoing shall be construed and applied to protect and indemnify each Lender (including not relieve the Issuing Bank) against Bank of its obligation to confirm that any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, documents required to be liable for any failure by such Lender or anyone else to pay any drawing delivered under any a Facility Letter of Credit as a result of any Government Action or any other cause beyond appear to have been delivered in compliance and that they appear to comply on their face with the control requirements of such LenderFacility Letter of Credit. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (vd) Notwithstanding anything to the contrary contained in this Section 2.2.J13.9, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank under this Section 13.9 in respect of any liability incurred by such Lender to the extent Issuing Bank arising primarily out of the willful misconduct or gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify out of the wrongful dishonor by the Issuing Bank to of a proper demand for payment made under the extent caused Facility Letters of Credit issued by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementdishonor was made at the request of the Borrower.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.2Sections 2.07, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dv) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (evii) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental Actionrisks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 2.17 is intended to limit the reimbursement obligations obligation of the Borrower contained in Section 2.2.D above2.07(d) hereof. The obligations of the Borrower under this Section 2.2.J 2.17 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J2.17, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2Article III, the Borrower hereby agrees Borrowers agree to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (a) the issuance of any Letter of Credit or as (b) the failure of such Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with any present or future de jure or de facto Legal Requirement. (ii) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrowers, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower Borrowers contained in Section 2.2.D above3.4. The obligations of the Borrower Borrowers under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained elsewhere in this Section 2.2.J3.8, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.2, the each Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (a) the issuance of any Letter of Credit or (b) the failure of such Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirement. (ii) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Bank) shall be responsible: (a) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (c) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (d) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (e) for any consequences arising from causes beyond the control of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the any Borrower or any other Loan Partymember of the Borrower Group. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the each Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J 2.2.I. is intended to limit the reimbursement obligations of the any Borrower contained in Section 2.2.D 2.2.D. above. The obligations of the each Borrower under this Section 2.2.J 2.2.I. shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J2.2.I., the no Borrower shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent (a) arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Banksuch Lender’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable elsewhere pursuant to this Section 2.2Agreement, without duplication, the Domestic Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Domestic Issuing Bank, the Administrative Agent and each Revolving Lender harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorneys’ feesattorney's fees and disbursements) that such which the Domestic Issuing Bank, the Administrative Agent or any Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Letter L/C for the account of Credit the Domestic Borrower; or (bii) the failure of such Lender the Domestic Issuing Bank to honor a drawing under a Letter of Credit as a result of any L/C due to any act or omission, omission (whether rightful or wrongful, in connection with ) of any present or future de jure or de facto Legal Requirementgovernment or governmental authority. (iib) As between In addition to amounts payable elsewhere pursuant to this Agreement, without duplication, the Sterling Borrower hereby agrees to protect, indemnify, pay and save the Lenders (including the UK Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Administrative Agent and each Revolving Lender (including the Issuing Bank) shall be responsible: (a) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for harmless from and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (c) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (d) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (e) for any consequences arising from causes beyond the control of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorney's fees and disbursements) which the UK Issuing Bank, the Administrative Agent or any Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any L/C for the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each account of the other Loan Parties), including any and all Governmental Action. No Lender Sterling Borrower; or (including ii) the failure of the UK Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else Bank to pay any honor a drawing under any Letter of Credit as a result L/C due to any act or omission (whether rightful or wrongful) of any Government Action present or any other cause beyond the control of such Lenderfuture de jure or de facto government or governmental authority. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (vc) Notwithstanding anything to the contrary any other provision contained in this Section 2.2.JAgreement, neither Issuing Bank shall be obligated to issue any L/C if the Borrower issuance of such L/C shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred become unlawful or prohibited by compliance by such Lender to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to in good faith with any law, governmental rule, guideline, request, order, injunction, judgment or decree (whether or not having the extent caused by the Issuing Bank’s failure to pay under any Letter force of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw).

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its their other obligations under this Section 2.2Article III, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or any L/C Undertaking or (bB) the failure of such Lender the Underlying Issuer or the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower and the Lenders (including the Issuing Bank), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit or any L/C Undertaking by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrower, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D 3.4 above. The obligations of the Borrower under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.8, the Borrower shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under this Section 2.2Article III, the Borrower Borrowers hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or governmental authority (all such acts or omissions, herein called "Government Acts"). (iib) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (ciii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (div) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ev) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower or any other Loan PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties)Borrowers, including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (ivd) Nothing in this Section 2.2.J 3.8 is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D 3.4 above. The obligations of the Borrower Borrowers under this Section 2.2.J 3.8 shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (ve) Notwithstanding anything to the contrary contained in this Section 2.2.J3.8, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bii) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s 's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (ia) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2Agreement, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save Agent, each Lender Issuing Bank and each Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees) that such Lender may incur arising from the claims of third parties against Agent, any Issuing Bank or be subject to any Bank as a consequence, direct or indirect, of (ai) the issuance of any Letter Facility L/C other than, in the case of Credit an Issuing Bank, as a result of its willful misconduct or gross negligence, or (bii) the failure of such Lender an Issuing Bank to honor a drawing under a Letter of Facility L/C Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present court or future de jure or de facto Legal Requirementother Governmental Authority. (iib) As between the Borrower among Borrower, Banks, Agent and the Lenders (including the each Issuing Bank), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of Facility L/Cs by, the respective beneficiaries of such Facility L/Cs. In furtherance and not in limitation of the foregoing, neither an Issuing Bank nor Agent nor any Letter Bank shall be responsible (other than, in the case of Credit by the beneficiary thereof. No Lender (including the an Issuing Bank) shall be responsible: , as a result of its gross negligence or willful misconduct): (ai) 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 any Letter of Creditthe Facility L/Cs, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit a Facility L/C or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason; (ciii) for failure of the beneficiary of a Facility L/C to comply fully with conditions required in order to draw upon such Facility L/C; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, facsimile transmission or otherwise, whether or not they be in cipher; (d) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (e) for any consequences arising from causes beyond the control of such Lender, including any Governmental Action. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J, the Borrower shall not have any obligation (a) to indemnify any Lender (including the Issuing Bank) in respect of any liability incurred by such Lender to the extent arising out of the gross negligence or willful misconduct of such Lender, as determined in a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.;

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under this Section 2.22.6, the Borrower Representative hereby agrees to pay, and protect, indemnify indemnify, pay and save each Lender the Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that such Lender the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (aA) the issuance of any Letter of Credit or (bB) the failure of such Lender the Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirementgovernment or Governmental Authority (all such acts or omissions, herein called “Government Acts”). (ii) As between the Borrower Borrowers and the Lenders (including the Issuing Bank), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the The Issuing Bank) Bank shall not be responsible: (aA) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bB) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (cC) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (dD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (eE) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Bank’s rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Bank), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Lender Issuing Bank under any resulting liability to the Borrower Borrowers or any other Loan Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) Bank against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower Borrowers (on behalf of itself themselves and each of the other Loan Credit Parties), including including, without limitation, any and all Governmental ActionGovernment Acts. No Lender (including the The Issuing Bank) shallBank shall not, in any way, be liable for any failure by such Lender the Issuing Bank or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action Acts or any other cause beyond the control of such Lenderthe Issuing Bank. (iv) Nothing in this Section 2.2.J subsection (h) is intended to limit the reimbursement obligations of the Borrower Borrowers contained in Section 2.2.D subsection (d) above. The obligations of the Borrower Borrowers under this Section 2.2.J subsection (h) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) Bank to enforce any right, power or benefit under this Credit Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.Jsubsection (h), the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank (A) arising solely out of the gross negligence or willful misconduct of such Lenderthe Issuing Bank, as determined in a final judgment of by a court of competent jurisdiction, or (bB) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of by a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirementlaw, regulation, court order or decree.

Indemnification; Nature of Issuing Bank's Duties. (i) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.22.16, the Borrower Borrowers hereby agrees agree to pay, and protect, indemnify indemnify, pay and save hold each Lender Issuing Bank harmless from and against, against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable out-of-pocket attorneys’ fees' fees and costs) that such Lender Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (ai) the issuance of any Letter of Credit Credit, or (bii) the failure of such Lender Issuing Bank to honor a drawing under a any Letter of Credit as a result of any act or omission, whether rightful or wrongful, in connection with of any present or future de jure or de facto Legal Requirement. government or governmental authority (ii) all such acts or omissions are herein called "Government Acts"). As between the Borrower Borrowers and the Lenders (including the any Issuing Bank), the Borrower shall Borrowers assume all risks of the actsacts and omissions of, omissions or misuse of any Letter the Letters of Credit issued by such Issuing Bank by, the beneficiary thereofrespective beneficiaries of such Letters of Credit. No Lender (including In furtherance and not in limitation of the foregoing, subject to the last paragraph of this Section 2.16G, the Issuing Bank) Bank shall not be responsible: (ai) 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 any Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reasonreason or for the identity of any purported transferee or assignee of any beneficiary thereof; (ciii) for failure of the beneficiary of any such Letter of Credit to comply fully 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 otherwise, whether or not they be in cipher; (dv) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (eviii) for any consequences arising from causes beyond the control of such Lenderthe Issuing Bank, including including, without limitation, any Governmental ActionGovernment Acts. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Bank’s 's rights or powers hereunder, or otherwise limit the indemnities provided for in Section 9.3 or in any of the LOC Documents. (iii) . In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted to be taken by any Lender (including the Issuing Bank), Bank under or in connection with any Letter the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith, and to the extent not with gross negligence or willful misconduct as determined by a judgment of a court of competent jurisdiction, shall not put such Lender Issuing Bank under any resulting liability to the any Borrower or any other Loan Partyof its Subsidiaries. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Bank) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Loan Parties), including any and all Governmental Action. No Lender (including the Issuing Bank) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Action or any other cause beyond the control of such Lender. (iv) Nothing in this Section 2.2.J is intended to limit the reimbursement obligations of the Borrower contained in Section 2.2.D above. The obligations of the Borrower under this Section 2.2.J shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Bank) to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2.J2.16G, the Borrower Borrowers shall not have any no obligation (a) to indemnify any Lender (including the Issuing Bank) Bank in respect of any liability incurred by such Lender to the extent Issuing Bank arising out of the gross negligence or willful misconduct of such LenderIssuing Bank, as determined in by a final judgment of a court of competent jurisdiction, or (b) to indemnify the Issuing Bank to the extent caused by the Issuing Bank’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined in a final judgment of a court of competent jurisdiction, unless such payment is prohibited by any Legal Requirement.