Common use of Indemnification; Nature of Lenders’ Duties Clause in Contracts

Indemnification; Nature of Lenders’ Duties. In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to pay and to protect, indemnify, and save harmless Administrative Agent, each Revolving Lender and each L/C Issuer from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which Administrative Agent, any Revolving Lender or any L/C Issuer may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or guaranty or other support thereof, or (ii) the failure of Administrative Agent, any Revolving Lender or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent as a result of the gross negligence or willful misconduct of Administrative Agent, such Revolving Lender or such L/C Issuer (as finally determined by a court of competent jurisdiction), as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness of the other Loan Parties under Section 13.1. As between Administrative Agent, any Revolving Lender, any L/C Issuer and Borrower, Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law none of Administrative Agent, any Revolving Lender or L/C Issuer shall be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided that in the case of any payment by Administrative Agent or the L/C Issuer under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (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 payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit or guaranty or other support thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender or any L/C Issuer. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s or any L/C Issuer’s rights or powers under this Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower in favor of any L/C Issuer in any L/C Application, reimbursement agreement or similar document, instrument or agreement between or among Borrower and such L/C Issuer.

Indemnification; Nature of Lenders’ Duties. In addition to amounts ------------------------------------------ payable as elsewhere provided in this AgreementSection 2.13, without duplication, Borrower hereby agrees to pay and to protect, indemnify, pay and save harmless Administrative Agent, each Revolving Lender and each L/C Issuer 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 Administrative Agent, any Revolving Lender or any L/C Issuer may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any the Letter of Credit or guaranty or other support thereof, or (ii) the failure of Administrative Agent, any Revolving Lender or of any L/C Issuer to honor a demand for payment drawing under any the Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent as a result of the gross negligence Authority (all such acts or willful misconduct of Administrative Agent, such Revolving Lender or such L/C Issuer (as finally determined by a court of competent jurisdiction-- ----- omissions herein called "Government Acts"), as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness of the other Loan Parties under Section 13.1. As between Administrative Agent, any Revolving the Borrower and Lender, any L/C Issuer and Borrower, Borrower assumes all risks of the acts and omissions of, or misuse of any the Letter of Credit by beneficiaries the respective beneficiary of any such Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, to in the fullest extent permitted by law none absence of Administrative AgentLender's gross negligence or intentional misconduct, any Revolving Lender or L/C Issuer shall not be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect effects of any document issued submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or of 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 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 conditions required in order to demand payment under draw upon such Letter of Credit; provided that in the case of any payment by Administrative Agent or the L/C Issuer under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be are in cipher; (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 payment drawing under any such Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit misapplication by the beneficiary of such Letter of Credit of the proceeds of any drawing under any such Letter of Credit or guaranty or other support thereofCredit; and (viii) for any consequences arising from causes beyond the control of Administrative AgentLender, including, without limitation, any Revolving Lender or any L/C IssuerGovernment Acts. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s or any L/C Issuer’s 's rights or powers under this Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower in favor of any L/C Issuer in any L/C Application, reimbursement agreement or similar document, instrument or agreement between or among Borrower and such L/C Issuerhereunder.

Indemnification; Nature of Lenders’ Duties. In addition to amounts ------------------------------------------ payable as elsewhere provided in this the Agreement, Borrower Borrowers hereby agrees agree to pay and to protect, indemnify, and save harmless Administrative Agent, each Revolving Lender Agent and each L/C Issuer Lender 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 Administrative Agent, any Revolving Lender Agent or any L/C Issuer Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or guaranty or other support thereof, or (ii) the failure of Administrative Agent, Agent or any Revolving Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Administrative Agent, such Revolving Lender Agent or such L/C Issuer Lender (as finally determined by a court of competent jurisdiction), as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness of the other Loan Parties under Section 13.1. As between Administrative Agent, Agent and any Revolving Lender, any L/C Issuer on the one hand, and BorrowerBorrowers and Guarantors, Borrower assumes on the other hand, Borrowers and Guarantors assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law none of Administrative Agent, neither Agent nor any Revolving Lender or L/C Issuer shall be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided that in the case -------- of any payment by Administrative Agent or the L/C Issuer if it is a Lender under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (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 payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit or guaranty or other support thereof; and or (viii) for any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender Agent or any L/C IssuerLender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s 's or any L/C Issuer’s Lender's rights or powers hereunder or under this the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower Borrowers in favor of any L/C Issuer in any L/C Applicationletter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrower Borrowers and such L/C Issuer.. 000 XXXXX X XX XXX XXXXXX XXXXXX BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Indemnification; Nature of Lenders’ Duties. In addition to amounts payable as elsewhere provided in this the Agreement, Borrower hereby agrees to pay and to protect, indemnify, and save harmless Administrative Agent, each Revolving Lender Agent and each L/C Issuer Lender 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 Administrative Agent, any Revolving Lender Agent or any L/C Issuer Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or guaranty or other support thereof, or (ii) the failure of Administrative Agent, Agent or any Revolving Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Administrative Agent, such Revolving Lender Agent or such L/C Issuer Lender (as finally determined by a court of competent jurisdiction), as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness of the other Loan Parties under Section 13.1. As between Administrative Agent, Agent and any Revolving Lender, any L/C Issuer Lender and Borrower, Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law none of Administrative Agent, neither Agent nor any Revolving Lender or L/C Issuer shall be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided that that, in the case of any payment by Administrative Agent or the L/C Issuer if it is a Revolving Lender under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (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 payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit or guaranty or other support thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender Agent or any L/C IssuerLender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s 's or any L/C Issuer’s Lender's rights or powers hereunder or under this the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower in favor of any L/C Issuer in any L/C Applicationletter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrower and such L/C Issuer.

Indemnification; Nature of Lenders’ Duties. In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to pay and to protect, indemnify, pay and save harmless Administrative Agent, each Revolving Lender Agent and each L/C Issuer 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 Administrative Agent, any Revolving Lender Agent or any L/C Issuer Lender may incur or be subject to as a consequence, direct or indirect, of (i1) the issuance of any Letter of Credit or guaranty or other support thereof, other than as a result of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction or (ii2) the failure of Administrative Agent, Agent or any Revolving Lender or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent as a result of the gross negligence or willful misconduct of Administrative Agent, such Revolving Lender or such L/C Issuer (as finally determined by a court of competent jurisdiction), as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness of the other Loan Parties under Section 13.1governmental authority. As between Administrative Agent, Agent and Borrower and any Revolving Lender, any L/C Issuer Lender and Borrower, Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law none of Administrative Agent, neither Agent nor any Revolving Lender or L/C Issuer shall be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided that that, in the case of any payment by Administrative Agent or the L/C Issuer under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made as a result of its has not acted with gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (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 payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit or guaranty or other support thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender Agent or any L/C IssuerLender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s 's or any L/C Issuer’s Lender's rights or powers under this Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower in favor of any L/C Issuer in any L/C Application, reimbursement agreement or similar document, instrument or agreement between or among Borrower and such L/C Issuerhereunder.

Indemnification; Nature of Lenders’ Duties. In addition to amounts payable as elsewhere provided in this the Agreement, Borrower Borrowers hereby agrees agree to pay and to protect, indemnify, and save harmless Administrative Agent, each Revolving Lender and each L/C Issuer and each Lender 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 Administrative Agent, any Revolving Lender or any L/C Issuer or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or guaranty or other support thereof, or (ii) the failure of Administrative Agent, Agent or any Revolving Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Administrative Agent, such Revolving Lender Agent or such L/C Issuer Lender (as finally determined by a court of competent jurisdiction), . No Agent or Lender shall enter into any compromise or settlement in any action as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness which such Person intends to seek indemnification hereunder without the prior written consent of the other Loan Parties under Section 13.1Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayed. As between Administrative Agent, any Revolving Lender, any L/C Issuer and Borrowerany Lender and Borrowers, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction)thereof. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law none of Administrative Agent, any Revolving Lender or L/C Issuer nor any Lender shall be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided that that, in the case of any payment by Administrative Agent or the L/C Issuer if it is a Lender under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (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 payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit or guaranty or other support thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender Agent or any L/C IssuerLender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s 's or any L/C Issuer’s Lender's rights or powers hereunder or under this the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower Borrowers in favor of any L/C Issuer in any L/C Applicationletter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrower Borrowers and such L/C Issuer, including a Master Documentary Agreement and a Master Standby Agreement entered into with Administrative Agent.

Indemnification; Nature of Lenders’ Duties. In addition to ------------------------------------------ amounts payable as elsewhere provided in this the Agreement, Borrower Borrowers hereby agrees agree to pay and to protect, indemnify, and save harmless Administrative Agent, each Revolving Lender Agent and each L/C Issuer Lender 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 Administrative Agent, any Revolving Lender Agent or any L/C Issuer Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or guaranty or other support thereof, or (ii) the failure of Administrative Agent, Agent or any Revolving Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Administrative Agent, such Revolving Lender Agent or such L/C Issuer Lender (as finally determined by a court of competent jurisdiction), . No Agent or Lender shall enter into any compromise or settlement in any action as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness which such Person intends to seek indemnification hereunder without the prior written consent of the other Loan Parties under Section 13.1Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayed. As between Administrative AgentAgent and any Lender and Borrowers, any Revolving Lender, any L/C Issuer and Borrower, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction)thereof. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law none of neither Administrative Agent, Agent nor any Revolving Lender or L/C Issuer shall be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of CreditCredit or Eligible Trade L/C; provided that that, in the case of any payment by -------- Administrative Agent or the L/C Issuer if it is a Lender under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (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 payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit Credit, Eligible Trade L/C or guaranty or other support thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender Agent or any L/C IssuerLender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s 's or any L/C Issuer’s Lender's rights or powers hereunder or under this the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower Borrowers in favor of any L/C Issuer in any L/C Applicationletter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrower Borrowers and such L/C Issuer.. ANNEX C (Section 1.8) ----------- to CREDIT AGREEMENT ---------------- CASH MANAGEMENT SYSTEMS ----------------------- Each Credit Party shall, and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below:

Indemnification; Nature of Lenders’ Duties. In addition to amounts payable as elsewhere provided in this the Agreement, Borrower Borrowers hereby agrees agree to pay and to protect, indemnify, and save harmless Administrative Agent, each Revolving Lender Agent and each L/C Issuer Lender 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 Administrative Agent, any Revolving Lender Agent or any L/C Issuer Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or guaranty or other support thereof, or (ii) the failure of Administrative Agent, Agent or any Revolving Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of Administrative Agent, such Revolving Lender Agent or such L/C Issuer Lender (as finally determined by a court of competent jurisdiction), . No Agent or Lender shall enter into any compromise or settlement in any action as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness which such Person intends to seek indemnification hereunder without the prior written consent of the other Loan Parties under Section 13.1Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayed. As between Administrative AgentAgent and any Lender and Borrowers, any Revolving Lender, any L/C Issuer and Borrower, Borrower assumes Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction)thereof. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law none of neither Administrative Agent, Agent nor any Revolving Lender or L/C Issuer shall be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of CreditCredit or Eligible Trade L/C; provided that that, in the case of any payment by Administrative Agent or the L/C Issuer if it is a Lender under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (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 payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit Credit, Eligible Trade L/C or guaranty or other support thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender Agent or any L/C IssuerLender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s 's or any L/C Issuer’s Lender's rights or powers hereunder or under this the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrower Borrowers in favor of any L/C Issuer in any L/C Applicationletter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrower Borrowers and such L/C Issuer., including a Master Documentary Agreement and a Master Standby Agreement entered into with Administrative Agent. ANNEX C (SECTION 1.8) TO

Indemnification; Nature of Lenders’ Duties. In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to pay and to protect, indemnify, pay and save harmless Administrative Agent, each Revolving Lender Agent and each L/C Issuer 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 Administrative Agent, any Revolving Lender Agent or any L/C Issuer Lender may incur or be subject to as a consequence, direct or indirect, of (i1) the issuance of any Letter of Credit or guaranty or other support thereof, other than as a result of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction or (ii2) the failure of Administrative Agent, Agent or any Revolving Lender or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent as a result of the gross negligence or willful misconduct of Administrative Agent, such Revolving Lender or such L/C Issuer (as finally determined by a court of competent jurisdiction), as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness of the other Loan Parties under Section 13.1governmental authority. As between Administrative Agent, Agent and Borrower and any Revolving Lender, any L/C Issuer Lender and Borrower, Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law none of Administrative Agent, neither Agent nor any Revolving Lender or L/C Issuer shall be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided that that, in the case of any payment by Administrative Agent or the L/C Issuer under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made as a result of its has not acted with gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (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 payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit or guaranty or other support thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender Agent or any L/C IssuerLender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s 's or any L/C Issuer’s Lender's rights or powers under this Agreementhereunder. Nothing contained herein ANNEX C TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 30, 1996 CASH MANAGEMENT SYSTEMS The Borrower shall, and shall be deemed to limit or to expand any waiverscause its Subsidiaries to, covenants or indemnities made by Borrower in favor of any L/C Issuer in any L/C Application, reimbursement agreement or similar document, instrument or agreement between or among Borrower establish and such L/C Issuer.maintain the Cash Management Systems described below:

Indemnification; Nature of Lenders’ Duties. In addition to amounts payable as elsewhere provided in this AgreementSection 2.18, the Borrower hereby agrees to pay and to protect, indemnify, indemnify and save harmless Administrative the Agent, each Revolving Lender the Issuing Bank and each L/C Issuer 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 Administrative the Agent, any Revolving the Issuing Bank and each Lender or any L/C Issuer may incur or be subject to as a consequence, direct or indirect, of (i1) the issuance of any Letter of Credit or guaranty or other support thereofCredit, or (ii2) the failure of Administrative Agent, any Revolving Lender or of any L/C Issuer the Issuing Bank to honor a demand for payment drawing under any Letter of Credit or guaranty or other support thereof 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 Authoritygovernmental authority, in each case other than except with respect to any such claim, demand, liability, damage, loss, cost, charge or expense, to the extent as a result of resulting from the Issuing Bank's gross negligence or willful misconduct as determined in a final judgment of Administrative Agent, such Revolving Lender or such L/C Issuer (as finally determined by a court of competent jurisdiction)jurisdiction or a settlement tantamount to such formal decision. Without limiting the foregoing, as applicable. The obligations the Issuing Bank shall have no obligation to ascertain whether the stated purpose of Borrower under any requested Letter of Credit is permitted by this Section 2.2(g) Agreement and shall not be deemed liable for the Borrower's use of a Letter of Credit issued pursuant to constitute Guaranteed Indebtedness the terms hereof in violation of the other Loan Parties under Section 13.1Borrower's covenants contained herein. As between Administrative among the Borrower, the Agent, any Revolving Lenderthe Lenders and the Issuing Bank, any L/C Issuer and Borrower, the Borrower assumes all risks of the acts and omissions of, or misuse of any Letter the Letters of Credit issued by the Issuing Bank by the respective beneficiaries of any Letter such Letters of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, to neither the fullest extent permitted by law none of Administrative Agent, the Issuing Bank nor any Revolving Lender or L/C Issuer shall be responsible: (i) absent such Person’s its own gross negligence or willful misconduct (as finally determined by in a final order of a court of competent jurisdictionjurisdiction or in a settlement agreement tant amount to such final order) for shall be responsible for: (1) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued submitted by any party in connection with the application for and issuance of any Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii2) 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; (iii3) for failure of the beneficiary of any such Letter of Credit to comply fully with conditions required in order to demand payment under draw upon such Letter of Credit; provided that in , unless (a) such failure is material and substantive, and (b) the case of any Issuing Bank's payment by Administrative Agent or the L/C Issuer under any on such Letter of Credit or guaranty or other support thereofconstitutes bad faith, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made as a result of its gross negligence or willful misconduct (as finally determined in a final judgment by a court of competent jurisdiction) in determining that the demand for payment under jurisdiction or a settlement tantamount to such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereofformal decision; (iv4) 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; (v5) for errors in interpretation of technical terms; (vi6) for any loss or delay in the transmission or otherwise of any document required in order to make a payment drawing under any such Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii7) for the credit of misapplication by the proceeds beneficiary of any drawing under any such Letter of Credit Credit; or guaranty or other support thereof; and (viii) for 8) any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender or any L/C Issuerthe Issuing Bank. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s or any L/C Issuer’s the Issuing Bank'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 the Issuing Bank under or in connection with the Letters of Credit issued by it or the related certificates, if (i) taken or omitted in good faith and without gross negligence or willful misconduct as determined in a final order of a court of competent jurisdiction or in a settlement agreement tantamount to such final order, and (ii) substantially in accordance with the terms t hereof, shall not put the Issuing Bank under any resulting liability to the Borrower or the Lender Group. As between the Agent, the Issuing Bank and Lenders, the Issuing Bank agrees that it will take the same care as it takes in connection with letters of credit in which it alone is interested. However, neither the Issuing Bank nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith except for its or their own gross negligence or willful misconduct as determined in a final judgement by a court of competent jurisdiction or a settlement tantamount to such formal decision. With respect to its Pro Rata Share of the Advances and Letter of Credit Liability (if any), the Issuing Bank shall have the same rights and powers hereunder as any Lender and may exercise the same as though it were not the Issuing Bank. The Issuing Bank may accept deposits from, lend money to and generally engage in any kind of banking or trust business with any Borrower and any Subsidiaries or Affiliates of the Borrower as if the Issuing Bank were not the Issuing Bank unless otherwise prohibited by the terms of this Agreement. It is expressly understood and agreed that the obligations of the Issuing Bank hereunder are only those expressly set forth in this Agreement and that the Issuing Bank shall be entitled to assume that no Event of Default or Default has occurred and is continuing unless the Issuing Bank has actual knowledge of such fact or has received written notice from a Lender or the Borrower that such Lender or the Borrower considers that an Event of Default or Default has occurred and is continuing and specifying the nature thereof. So long as the Issuing Bank shall be entitled, pursuant to the immediately preceding paragraph, to assume that no Event of Default or Default has occurred and is continuing, the Issuing Bank shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement. The Issuing Bank shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate, warranty or other paper or instrument reasonably believed in good faith by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything that it may do or refrain from doing in good faith and in the reasonable exercise of its judgment. Each Lender agrees to indemnify the Issuing Bank (to the extent not reimbursed by the Borrower), ratably according to its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Issuing Bank in any way relating to or arising out of this Agreement or any action taken or omitted by the Issuing Bank under this Agreement. Nothing contained herein , provided that no Lender shall be deemed liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Issuing Bank's gross negligence or willful misconduct as determined in a final judgment by a court of competent jurisdiction or a settlement tantamount to limit or to expand any waivers, covenants or indemnities made by Borrower in favor of any L/C Issuer in any L/C Application, reimbursement agreement or similar document, instrument or agreement between or among Borrower and such L/C Issuerformal decision.

Indemnification; Nature of Lenders’ Duties. In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to pay and to protect, indemnify, pay and save harmless Administrative Agent, each Revolving Lender Agent and each L/C Issuer 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 cf internal counsel) which Administrative Agent, any Revolving Lender Agent or any L/C Issuer Lender may incur or be subject to as a consequence, direct or indirect, of (i1) the issuance of any Letter of Credit or guaranty or other support thereof, other than as result of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction or (ii2) the failure of Administrative Agent, Agent or any Revolving Lender or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent as a result of the gross negligence or willful misconduct of Administrative Agent, such Revolving Lender or such L/C Issuer (as finally determined by a court of competent jurisdiction), as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness of the other Loan Parties under Section 13.1governmental authority. As between Administrative Agent, Agent and Borrower and any Revolving Lender, any L/C Issuer Lender and Borrower, Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law none of Administrative Agent, neither Agent nor any Revolving Lender or L/C Issuer shall be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided that that, in the case of any payment by Administrative Agent or the L/C Issuer under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made as a result of its has not acted with gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (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 Loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit or guaranty or other support thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender Agent or any L/C IssuerLender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s 's or any L/C Issuer’s Lender's rights or powers under this Agreementhereunder. Nothing contained herein SCHEDULE D TO CREDIT AGREEMENT DATED AS OF DECEMBER 17, 1993 CASH MANAGEMENT SYSTEMS ----------------------- The Borrower shall, and shall be deemed to limit or to expand any waiverscause its Subsidiaries to, covenants or indemnities made by Borrower in favor of any L/C Issuer in any L/C Application, reimbursement agreement or similar document, instrument or agreement between or among Borrower establish and such L/C Issuer.maintain the Cash Management Systems described below:

Indemnification; Nature of Lenders’ Duties. In addition to amounts payable as elsewhere provided in this the Agreement, Borrower Obligors, jointly and severally, hereby agrees to pay and agree to protect, indemnify, pay and save harmless Administrative Agent, each Revolving Lender Agent and each L/C Issuer 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 Administrative Agent, any Revolving Lender Agent or any L/C Issuer Lender may incur or be subject to as a consequence, direct or indirect, of (i1) the issuance of any Letter of Credit or guaranty or other support thereof, other than as a result of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction or (ii2) the failure of Administrative Agent, Agent or any Revolving Lender or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty or other support thereof 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, in each case other than to the extent as a result of the gross negligence or willful misconduct of Administrative Agent, such Revolving Lender or such L/C Issuer (as finally determined by a court of competent jurisdiction), as applicable. The obligations of Borrower under this Section 2.2(g) shall be deemed to constitute Guaranteed Indebtedness of the other Loan Parties under Section 13.1governmental authority. As between Administrative AgentAgent and Obligors and any Lender and Obligors, any Revolving Lender, any L/C Issuer and Borrower, Borrower assumes Obligors assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit; provided that the benefits of this sentence shall not accrue in favor of any such Person found to have acted in a grossly negligent manner or to have engaged in willful misconduct (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law none of Administrative Agent, neither Agent nor any Revolving Lender or L/C Issuer shall be responsible: (i) absent such Person’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided that PROVIDED that, in the case of any payment by Administrative Agent or the L/C Issuer under any Letter of Credit or guaranty or other support thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made as a result of its has not acted with gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty or other support thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty or other support thereof; (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 payment under any Letter of Credit or guaranty or other support thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit or guaranty or other support thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent, any Revolving Lender Agent or any L/C IssuerLender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent’s, any Revolving Lender’s 's or any L/C Issuer’s Lender's rights or powers under this Agreementhereunder. Nothing contained herein ANNEX C (SECTION 1.7) TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT CASH MANAGEMENT SYSTEMS Each Obligor shall, and each Obligor shall be deemed to limit or to expand any waiverscause its Subsidiaries to, covenants or indemnities made by Borrower in favor of any L/C Issuer in any L/C Application, reimbursement agreement or similar document, instrument or agreement between or among Borrower establish and such L/C Issuer.maintain the Cash Management Systems described below: