Common use of Indemnification; Nature of Issuing Lender’s Duties Clause in Contracts

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.7, each Borrower hereby agrees to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for the account of such Borrower, or (ii) the failure of any Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). As between any Issuing Lender and any Borrower for whose account any Issuing Lender issues any Letter of Credit, such Borrower assumes all risks of the acts and omissions of or misuse of any such Letter of Credit by the beneficiary of any such Letter of Credit. In furtherance and not in limitation of the foregoing, no Issuing Lender shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Lender's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, shall not put such Issuing Lender under any resulting liability to any Borrower or Company. Notwithstanding anything to the contrary contained in this subsection 2.7, no Borrower shall have any obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.8, each Borrower (i) Domestic Borrowers hereby agrees agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of the Letters of Credit for the account of any Domestic Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of such Borrower, or (ii) the failure of any Issuing Lender to honor a drawing under any such Letter of Credit Domestic Borrower as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). As between any ; and (ii) the Offshore Borrowers hereby agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any Borrower for whose account any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which such Issuing Lender issues may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of CreditCredit for the account of any Offshore Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of any Offshore Borrower as a result of Government Acts. Subject to the preceding paragraph, as between each relevant Borrower and each Issuing Lender, such Borrower assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by such Issuing Lender on account of that Borrower by, the beneficiary respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no such Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of such Issuing Lender's rights or powers hereunder; PROVIDED, HOWEVER, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not substantially comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct, shall not put such Issuing Lender under any resulting liability to any Borrower or CompanyBorrowers. Notwithstanding anything to the contrary contained in this subsection 2.72.8I, no Borrower Borrowers shall have any no obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising solely out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.7Section 2.04, each the Borrower hereby agrees to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' and paralegals' fees) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for the account of such BorrowerCredit, or (ii) the failure of any such Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). As between any an Issuing Lender and any Borrower for whose account any Issuing Lender issues any Letter of Creditthe Borrower, such the Borrower assumes all risks of the acts and omissions of of, or misuse of any such Letter of Credit by the beneficiary of any such Letter of Credit. In furtherance and not in limitation of the foregoing, no the Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of an Issuing LenderLenders's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without gross negligence Gross Negligence or willful misconduct as finally determined by a court of competent jurisdiction, shall not put such the Issuing Lender under any resulting liability to any Borrower or Companythe Borrower. Notwithstanding anything to the contrary contained in this subsection 2.7Section 2.04, no the Borrower shall not have any obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising out or to reimburse such Issuing Lender (to the extent reimbursement would result in a loss to the Borrower) for drawings improperly honored under a Letter of Credit as the result of the gross negligence Gross Negligence or willful misconduct of such Issuing Lender, as finally determined in a final judgment by a court of competent jurisdiction, or out of the wrongful dishonor by such the Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.7subsection, each Borrower hereby agrees to protect, indemnify, pay and save each harmless the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) which such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for Credit, including, without limitation, the account payment of such Borrowerdraws thereunder, other than as a result of gross negligence or willful misconduct of the Issuing Lender as determined by a court of competent jurisdiction or (ii) the failure of any the Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). Each Lender, proportionately to its Pro Rata Share of the Working Capital Loan Commitments, severally agrees to indemnify Issuing Lender to the extent Issuing Lender shall not have been reimbursed by Holding or its Subsidiaries, for and against any of the foregoing claims, demands, liabilities, damages, losses, costs, charges and expenses to which Issuing Lender is entitled to reimbursement from Holding or its Subsidiaries. As between any Borrower and the Issuing Lender and any Borrower for whose account any Issuing Lender issues any Letter of CreditLender, such Borrower assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by the beneficiary Issuing Lender by, the respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no the Issuing Lender shall not be responsible: responsible (absent gross negligence or willful misconduct (as determined by a court of competent jurisdiction)): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any the Issuing Lender, including, without limitation, any Government ActsActs and (ix) any special, consequential, indirect or incidental damages, including, but not limited to, lost profits arising out of or in connection with the issuance of any Letter of Credit or any action taken or not taken by the Issuing Lender in connection with any Letter of Credit, or any document or property referred to in or related to any Letter of Credit. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Lender's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without absent gross negligence or willful misconduct of the Issuing Lender (as finally determined by a court of competent jurisdiction), shall not put such the Issuing Lender under any resulting liability to any Borrower or CompanyBorrower. Notwithstanding anything to the contrary contained in this subsection 2.7subsection, no Borrower shall have any no obligation to indemnify any the Issuing Lender in respect of any liability incurred by such the Issuing Lender arising solely out of the gross negligence or willful misconduct of such the Issuing Lender, Lender as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such the Issuing Lender of a proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligenceCredit.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.8, each Borrower Company hereby agrees to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter the Letters of Credit for Credit, other than as a result of the account gross negligence or willful misconduct of such Borrower, Issuing Lender as determined by a court of competent jurisdiction or (ii) the failure of any such Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). As between any the Applicable Account Party (and Company under the Company Guaranty) and each Issuing Lender Lender, Company and any Borrower for whose account any Issuing Lender issues any Letter of Credit, such Borrower the Applicable Account Party assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by such Issuing Lender by, the beneficiary respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no such Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of such Issuing Lender's rights or powers hereunder; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct, shall not put such Issuing Lender under any resulting liability to any Borrower or CompanyCompany or, if different, the Applicable Account Party. Notwithstanding anything to the contrary contained in this subsection 2.72.8I, no Borrower neither Company nor any Applicable Account Party shall have any obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising solely out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to amounts payable as elsewhere provided in its other obligations under this subsection 2.7Section 2.3, each the Borrower hereby agrees to protect, indemnify, pay and save each the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which such that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit for the account of such Borrower, or (iiB) the failure of any the Issuing Lender to honor a drawing under any such a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions omissions, herein called "Government Acts"). (ii) As between any the Borrower and the Issuing Lender and any Lender, the Borrower for whose account any Issuing Lender issues any Letter of Credit, such Borrower assumes shall assume all risks of the acts and acts, omissions of or misuse of any such Letter of Credit by the beneficiary of any such Letter of Creditthereof. In furtherance and not in limitation of the foregoing, no The Issuing Lender shall not be responsible: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) 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, which that may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (ivC) 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; (v) for errors in interpretation of technical terms; (viD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such a 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 (viiiE) for any consequences arising from causes beyond the control of any the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Lender's rights or powers hereunder. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Lender Lender, under or in connection with the Letters any Letter of Credit issued by it or the related certificates, if taken or omitted in good faith and without gross negligence or willful misconduct as finally determined by a court of competent jurisdictionfaith, shall not put such Issuing Lender under any resulting liability to any the Borrower or Companyany other Credit Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify the Issuing Lender 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 Credit Parties), including, without limitation, any and all Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender. (iv) Nothing in this subsection 2.3.9 is intended to limit the reimbursement obligations of the Borrower contained in subsection 2.3.4 above. The obligations of the Borrower under this subsection 2.3.9 shall survive the termination of this Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender to enforce any right, power or benefit under this Agreement. (v) Notwithstanding anything to the contrary contained in this subsection 2.72.3.9., no the Borrower shall have any no obligation to indemnify any the Issuing Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence or willful misconduct of such the Issuing Lender, as finally determined by a court of competent jurisdiction, or out of (B) caused by the wrongful dishonor by such Issuing Lender of proper demand for payment made Lender's failure to pay under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed after presentation to constitute gross negligenceit of a request strictly complying with the terms and conditions of such Letter of Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree. 2.3.10.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.8, each Borrower (i) Xxxxx-Xxxxxxxx hereby agrees to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (not including Taxes that are the subject matter of subsection 2.7C hereof) (including reasonable attorneys' ’ fees) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of the Letters of Credit for the account of any Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of such Borrower, or (ii) the failure of any Issuing Lender to honor a drawing under any such Letter of Credit Borrower as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority Governmental 119 Authority (all such acts or omissions herein called "“Government Acts"”). As between any ; and (ii) the Offshore Borrowers hereby agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any Borrower for whose account any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (not including Taxes that are the subject matter of subsection 2.7C hereof) (including reasonable attorneys’ fees) which such Issuing Lender issues may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of CreditCredit for the account of any Offshore Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of any Offshore Borrower as a result of Government Acts; provided that OI Europe shall only be responsible to so indemnify with respect to Letters of Credit issued for its own account. Subject to the preceding paragraph, as between each relevant Borrower and each Issuing Lender, such Borrower assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by such Issuing Lender on account of that Borrower by, the beneficiary respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no such Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cablefacsimile, telegraph, telex electronic mail or otherwise, whether or not they be in cipher; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of such Issuing Lender's ’s rights or powers hereunder; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not substantially comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct, shall not put such Issuing Lender under any resulting liability to any Borrower or CompanyBorrowers. Notwithstanding anything to the contrary contained in this subsection 2.72.8I, no Borrower Borrowers shall have any no obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising solely out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.8, each Borrower (i) Domestic Borrowers hereby agrees agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of the Letters of Credit for the account of any Domestic Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of such Borrower, or (ii) the failure of any Issuing Lender to honor a drawing under any such Letter of Credit Domestic Borrower as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). As between any ; and (ii) the Offshore Borrowers hereby agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any Borrower for whose account any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which such Issuing Lender issues may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of CreditCredit for the account of any Offshore Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of any Offshore Borrower as a result of Government Acts. Subject to the preceding paragraph, as between each relevant Borrower and each Issuing Lender, such Borrower assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by such Issuing Lender on account of that Borrower by, the beneficiary respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no such Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of such Issuing Lender's rights or powers hereunder; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not substantially comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct, shall not put such Issuing Lender under any resulting liability to any Borrower or CompanyBorrowers. Notwithstanding anything to the contrary contained in this subsection 2.72.8I, no Borrower Borrowers shall have any no obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising solely out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.8, each Borrower (i) Domestic Borrowers hereby agrees agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees’ fees and allocated costs of internal counsel) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of the Letters of Credit for the account of any Domestic Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of such Borrower, or (ii) the failure of any Issuing Lender to honor a drawing under any such Letter of Credit Domestic Borrower as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "“Government Acts"”). As between any ; and (ii) the Offshore Borrowers hereby agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any Borrower for whose account any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) which such Issuing Lender issues may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of CreditCredit for the account of any Offshore Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of any Offshore Borrower as a result of Government Acts. Subject to the preceding paragraph, as between each relevant Borrower and each Issuing Lender, such Borrower assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by such Issuing Lender on account of that Borrower by, the beneficiary respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no such Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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, electronic mail or otherwise, whether or not they be in cipher; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of such Issuing Lender's ’s rights or powers hereunder; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not substantially comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct, shall not put such Issuing Lender under any resulting liability to any Borrower or CompanyBorrowers. Notwithstanding anything to the contrary contained in this subsection 2.72.8I, no Borrower Borrowers shall have any no obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising solely out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.8, each Borrower (i) Xxxxx-Xxxxxxxx hereby agrees to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees’ fees and allocated costs of internal counsel) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of the Letters of Credit for the account of any Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of such Borrower, or (ii) the failure of any Issuing Lender to honor a drawing under any such Letter of Credit Borrower as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority Governmental Authority (all such acts or omissions herein called "“Government Acts"”). As between any ; and (ii) the Offshore Borrowers hereby agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any Borrower for whose account any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) which such Issuing Lender issues may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of CreditCredit for the account of any Offshore Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the 110 failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of any Offshore Borrower as a result of Government Acts. Subject to the preceding paragraph, as between each relevant Borrower and each Issuing Lender, such Borrower assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by such Issuing Lender on account of that Borrower by, the beneficiary respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no such Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cablefacsimile, telegraph, telex electronic mail or otherwise, whether or not they be in cipher; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of such Issuing Lender's ’s rights or powers hereunder; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not substantially comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct, shall not put such Issuing Lender under any resulting liability to any Borrower or CompanyBorrowers. Notwithstanding anything to the contrary contained in this subsection 2.72.8I, no Borrower Borrowers shall have any no obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising solely out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.7subsection, each Borrower hereby agrees to protect, indemnify, pay and save each harmless the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) which such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for Credit, including, without limitation, the account payment of such Borrowerdraws thereunder, other than as a result of gross negligence or willful misconduct of the Issuing Lender as deter- mined by a court of competent jurisdiction or (ii) the failure of any the Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). Each Lender, proportionately to its Pro Rata Share of the Commitments, severally agrees to indemnify Issuing Lender to the extent Issuing Lender shall not have been xxxx- bursed by Holdings or its Subsidiaries (other than as a result of Issuing Lender's gross negligence or willful misconduct), for and against any of the foregoing claims, demands, liabilities, damages, losses, costs, charges and expenses to which Issuing Lender is entitled to reimbursement from Holdings or its Subsidi- aries. As between any Borrower and the Issuing Lender and any Borrower for whose account any Issuing Lender issues any Letter of CreditLender, such Borrower assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by the beneficiary Issuing Lender by, the respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no the Issuing Lender shall not be responsible: responsible (absent gross negligence or willful misconduct (as determined by a court of competent jurisdiction)): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) for errors in interpretation interpreta- tion 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 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 (viii) for any consequences arising from causes beyond the control of any the Issuing Lender, including, without limitation, any Government ActsActs and (ix) any special, consequen- tial, indirect or incidental damages, including, but not limited to, lost profits arising out of or in connection with the issu- ance of any Letter of Credit or any action taken or not taken by the Issuing Lender in connection with any Letter of Credit, or any document or property referred to in or related to any Letter of Credit. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Lender's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without absent gross negligence or willful misconduct of the Issuing Lender (as finally determined by a court of competent jurisdiction), shall not put such the Issuing Lender under any resulting liability to any Borrower or CompanyBorrower. Notwithstanding anything to the contrary contained in this subsection 2.7subsection, no Borrower shall have any no obligation to indemnify any the Issuing Lender in respect of any liability incurred by such the Issuing Lender arising solely out of the gross negligence or willful misconduct of such the Issuing Lender, Lender as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such the Issuing Lender of a proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligenceCredit.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.4, each Borrower Company hereby agrees to protect, indemnify, pay and save harmless each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and disbursements of counsel) which that such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for Credit, other than as a result of the account gross negligence or willful misconduct of such Borrower, Issuing Lender or (ii) the failure of any such Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"Acts ). As between any Each Lender, proportionately to its Pro Rata Share, severally agrees to indemnify such Issuing Lender and any Borrower for whose account any to the extent such Issuing Lender issues shall not have been reimbursed in accordance with the terms of the Loan Documents for drawings under any Letter of Credit, for and against any of the foregoing claims, demands, liabilities, damages, losses, costs, charges and expenses to which such Borrower Issuing Lender is entitled to reimbursement under the Loan Documents. As between Company and each Issuing Lender, Company assumes all risks of the acts and omissions of of, or misuse of any such Letter Letters of Credit by by, the beneficiary or beneficiaries of any such each Letter of Credit. In furtherance and not in limitation of the foregoing, no such Issuing Lender shall not be responsibleresponsible (absent gross negligence or willful misconduct of such Issuing Lender (as determined by a court of competent jurisdiction)) for: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application any Notice of Request for and issuance of such Letters Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for the failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any such Issuing Lender, including, without limitation, any Government Acts. None , and none of the above shall affect, impair, or prevent the vesting of any of such Issuing Lender's Lender s rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, shall not put such Issuing Lender under any resulting liability to any Borrower or Company. Notwithstanding anything to the contrary contained in this subsection 2.7, no Borrower shall have any obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.7subsection, each Borrower Company hereby agrees to protect, indemnify, pay and save each harmless the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) which such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for Credit, including, without limitation, the account payment of such Borrowerdraws thereunder, other than as a result of gross negligence or willful misconduct of the Issuing Lender as determined by a court of competent jurisdiction or (ii) the failure of any the Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). Each Lender, proportionately to its Pro Rata --------------- Share, severally agrees to indemnify Issuing Lender to the extent Issuing Lender shall not have been reimbursed by Company or its Subsidiaries, for and against any of the foregoing claims, demands, liabilities, damages, losses, costs, charges and expenses to which Issuing Lender is entitled to reimbursement from Company or its Subsidiaries. As between any Company and the Issuing Lender and any Borrower for whose account any Issuing Lender issues any Letter of CreditLender, such Borrower Company assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by the beneficiary Issuing Lender by, the respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no the Issuing Lender shall not be responsible: responsible (absent gross negligence or willful misconduct (as determined by a court of competent jurisdiction)): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any the Issuing Lender, including, without limitation, any Government ActsActs and (ix) any special, consequential, indirect or incidental damages, including, but not limited to, lost profits arising out of or in connection with the issuance of any Letter of Credit or any action taken or not taken by the Issuing Lender in connection with any Letter of Credit, or any document or property referred to in or related to any Letter of Credit. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Lender's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without absent gross negligence or willful misconduct of the Issuing Lender (as finally determined by a court of competent jurisdiction), shall not put such the Issuing Lender under any resulting liability to any Borrower or Company. Notwithstanding anything to the contrary contained in this subsection 2.7subsection, no Borrower Company shall have any no obligation to indemnify any the Issuing Lender in respect of any liability incurred by such the Issuing Lender arising solely out of the gross negligence or willful misconduct of such the Issuing Lender, Lender as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such the Issuing Lender of a proper demand for payment made under the Letters of Credit issued by it; provided that payment against Credit. For purposes of this subsection 2.9H, the term "Issuing Lender" means -------------- the Issuing Lender and any Lender purchasing a draft or demand presented after the expiration date of participation in any Letter of Credit shall be deemed pursuant to constitute gross negligence.subsection 2.9D.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.8, each Borrower (i) Domestic Borrowers hereby agrees agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees’ fees and allocated costs of internal counsel) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of the Letters of Credit for the account of any Domestic Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of such Borrower, or (ii) the failure of any Issuing Lender to honor a drawing under any such Letter of Credit Domestic Borrower as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "“Government Acts"”). As between any ; and (ii) the Offshore Borrowers hereby agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any Borrower for whose account any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) which such Issuing Lender issues may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of CreditCredit for the account of any Offshore Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of any Offshore Borrower as a result of Government Acts. Subject to the preceding paragraph, as between each relevant Borrower and each Issuing Lender, such Borrower assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by such Issuing Lender on account of that Borrower by, the beneficiary respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no such Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of such Issuing Lender's ’s rights or powers hereunder; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not substantially comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct, shall not put such Issuing Lender under any resulting liability to any Borrower or CompanyBorrowers. Notwithstanding anything to the contrary contained in this subsection 2.72.8I, no Borrower Borrowers shall have any no obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising solely out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.8, each Borrower Company hereby agrees to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter the Letters of Credit for Credit, other than as a result of the account gross negligence or willful 100 misconduct of such Borrower, Issuing Lender as determined by a court of competent jurisdiction or (ii) the failure of any such Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). As between any Company and each Issuing Lender and any Borrower for whose account any Issuing Lender issues any Letter of CreditLender, such Borrower Company assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by such Issuing Lender by, the beneficiary respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no such Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of such Issuing Lender's rights or powers hereunder; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not substantially comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct, shall not put such Issuing Lender under any resulting liability to any Borrower or Company. Notwithstanding anything to the contrary contained in this subsection 2.72.8I, no Borrower Company shall not have any obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising solely out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of 101 the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in its other obligations under this subsection 2.7Section 2.6, each the Borrower hereby agrees to protect, indemnify, pay and save each the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) which such that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit for the account of such Borrower, or (iiB) the failure of any the Issuing Lender to honor a drawing under any such a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority Governmental Authority (all such acts or omissions omissions, herein called "Government Acts"). As between any the Borrower and the Issuing Lender and any Lender, the Borrower for whose account any Issuing Lender issues any Letter of Credit, such Borrower assumes shall assume all risks of the acts and acts, omissions of or misuse of any such Letter of Credit by the beneficiary of any such Letter of Creditthereof. In furtherance and not in limitation of the foregoing, no The Issuing Lender shall not be responsible: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) 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, which that may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (ivC) 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; (v) for errors in interpretation of technical terms; (viD) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such a 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 (viiiE) for any consequences arising from causes beyond the control of any the Issuing Lender, including, without limitation, including any Government Acts. None of the above shall affect, impair, or prevent the vesting of any the Issuing Lender's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forthforth in this subsection (e), any action taken or omitted by any the Issuing Lender Lender, under or in connection with the Letters any Letter of Credit issued by it or the related certificates, if taken or omitted in good faith and without gross negligence or willful misconduct as finally determined by a court of competent jurisdictionfaith, shall not put such Issuing Lender under any resulting liability to any the Borrower or Companyany other Credit Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify the Issuing Lender 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 Credit Parties), including any and all Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender. Nothing in this subsection (e) is intended to limit the reimbursement obligations of the Borrower contained in subsection (b) above. The obligations of the Borrower under this subsection (e) shall survive the termination of this Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender to enforce any right, power or benefit under this Agreement. Notwithstanding anything to the contrary contained in this subsection 2.7(e), no the Borrower shall have any no obligation to indemnify any the Issuing Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence or willful misconduct of such the Issuing Lender, as finally determined by a court of competent jurisdiction, or out of (B) caused by the wrongful dishonor by such Issuing Lender of proper demand for payment made Lender's failure to pay under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed after presentation to constitute gross negligenceit of a request strictly complying with the terms and conditions of such Letter of Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.7subsection, each Borrower Company hereby agrees to protect, indemnify, pay and save each harmless the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) which such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for Credit, including, without limitation, the account payment of such Borrowerdraws thereunder, other than as a result of gross negligence or willful misconduct of the Issuing Lender as determined by a court of competent jurisdiction or (ii) the failure of any the Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). Each Lender, proportionately to its Pro Rata Share, severally agrees to indemnify Issuing Lender to the extent Issuing Lender shall not have been reimbursed by Company or its Subsidiaries, for and against any of the foregoing claims, demands, liabilities, damages, losses, costs, charges and expenses to which Issuing Lender is entitled to reimbursement from Company or its Subsidiaries. As between any Company and the Issuing Lender and any Borrower for whose account any Issuing Lender issues any Letter of CreditLender, such Borrower Company assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by the beneficiary Issuing Lender by, the respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no the Issuing Lender shall not be responsible: responsible (absent gross negligence or willful misconduct (as determined by a court of competent jurisdiction)): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any the Issuing Lender, including, without limitation, any Government ActsActs and (ix) any special, consequential, indirect or incidental damages, including, but not limited to, lost profits arising out of or in connection with the issuance of any Letter of Credit or any action taken or not taken by the Issuing Lender in connection with any Letter of Credit, or any document or property referred to in or related to any Letter of Credit. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Lender's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any the Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without absent gross negligence or willful misconduct of the Issuing Lender (as finally determined by a court of competent jurisdiction), shall not put such the Issuing Lender under any resulting liability to any Borrower or Company. Notwithstanding anything to the contrary contained in this subsection 2.7subsection, no Borrower Company shall have any no obligation to indemnify any the Issuing Lender in respect of any liability incurred by such the Issuing Lender arising solely out of the gross negligence or willful misconduct of such the Issuing Lender, Lender as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such the Issuing Lender of a proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligenceCredit.

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.8, each Borrower Company hereby agrees to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter the Letters of Credit for Credit, other than as a result of the account gross negligence or willful misconduct of such Borrower, Issuing Lender as determined by a court of competent jurisdiction or (ii) the failure of any such Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). As between any Company and each Issuing Lender and any Borrower for whose account any Issuing Lender issues any Letter of CreditLender, such Borrower Company assumes all risks of the acts and omissions of of, or misuse of any such Letter the Letters of Credit issued by such Issuing Lender by, the beneficiary respective beneficiaries of any such Letter Letters of Credit. In furtherance and not in limitation of the foregoing, no such Issuing Lender shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any of such Issuing Lender's rights or powers hereunder; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct, shall not put such Issuing Lender under any resulting liability to any Borrower or Company. Notwithstanding anything to the contrary contained in this subsection 2.72.8I, no Borrower Company shall not have any obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising solely out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligence.

Indemnification; Nature of Issuing Lender’s Duties. (1)...... In addition to amounts payable as elsewhere provided in its other obligations under this subsection 2.7Section 2.2, each the Borrower hereby agrees to protect, indemnify, pay and save each the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees actually incurred) which such that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit for the account of such Borrower, or (iiB) the failure of any the Issuing Lender to honor a drawing under any such a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions omissions, herein called "Government Acts"). --------------- (2)...... As between any the Borrower and the Issuing Lender and any Lender, the Borrower for whose account any Issuing Lender issues any Letter of Credit, such Borrower assumes shall assume all risks of the acts and acts, omissions of or misuse of any such Letter of Credit by the beneficiary of any such Letter of Creditthereof. In furtherance and not in limitation of the foregoing, no The Issuing Lender shall not be responsibleresponsible for: (iA) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (iiB) 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, which that may prove to be invalid or ineffective for any reason; (iiiC) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (vD) 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 any such a Letter of Credit or of the proceeds thereof; or (viiE) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of any the Issuing Lender, including, without limitation, including action of any Government ActsGovernmental Authority. None of the above shall affect, impair, or prevent the vesting of any the Issuing Lender's rights or powers hereunder. (3)...... In furtherance and extension and not in limitation of the specific provisions hereinabove set forthforth above, any action taken or omitted by any the Issuing Lender under or in connection with the Letters any Letter of Credit issued by it or the related certificates, if taken or omitted in good faith and without gross negligence or willful misconduct as finally determined by a court of competent jurisdictionfaith, shall not put such Issuing Lender under any resulting liability to any Borrower or Companythe Borrower. Notwithstanding anything It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the contrary contained in this subsection 2.7, no Borrower shall have any obligation to indemnify any Issuing Lender against any and all risks involved in respect the issuance of any liability incurred by such Issuing Lender arising out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made under the Letters of Credit issued Credit, all of which risks are hereby assumed by it; provided that payment against a draft the Borrower, including any and all risks of actions by any Governmental Authority. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or demand presented after the expiration date of anyone else to pay any drawing under any Letter of Credit shall be deemed to constitute gross negligence.as a result of any action of any Governmental Authority or any other cause beyond the control of the Issuing Lender. (4)......

Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.72.8, each Borrower Borrowers hereby agrees jointly and severally agree to protect, indemnify, pay and save each harmless the Issuing Lender harmless and each other Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' feesfees and disbursements of counsel) which such the Issuing Lender or any other Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit, other than as a result of gross negligence or willful misconduct of the Issuing Lender or the Issuing Lender failing to use reasonable care to determine that the documents and certificates required to be delivered under such Letter of Credit for had been delivered and that they complied on their face with the account requirements of such Borrower, that Letter of Credit as determined by a court of competent jurisdiction or (ii) the failure of any the Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Government Acts"). As between any Each Tranche A Lender and Tranche B Lender, proportionately to its Pro Rata Share, severally agrees to indemnify Issuing Lender and any Borrower for whose account any to the extent Issuing Lender issues shall not have been reimbursed in accordance with the terms of the Loan Documents for drawings under any Letter of Credit, such Borrower assumes all risks for and against any of the acts foregoing claims, demands, liabilities, damages, losses, costs, charges and omissions of or misuse of any such Letter of Credit by the beneficiary of any such Letter of Credit. In furtherance and not in limitation of the foregoing, no expenses to which Issuing Lender shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove is entitled to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the 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; (v) 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 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 (viii) for any consequences arising from causes beyond the control of any Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Lender's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, shall not put such Issuing Lender under any resulting liability to any Borrower or Company. Notwithstanding anything to the contrary contained in this subsection 2.7, no Borrower shall have any obligation to indemnify any Issuing Lender in respect of any liability incurred by such Issuing Lender arising out of the gross negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or out of the wrongful dishonor by such Issuing Lender of proper demand for payment made reimbursement under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit shall be deemed to constitute gross negligenceLoan Documents.