Common use of Reimbursement and Indemnity Clause in Contracts

Reimbursement and Indemnity. (a) If the Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse to the Bank the amount of such LC Disbursement on the Business Day following the date of such LC Disbursement, subject to Section 2.04(b). (b) Unless the Company shall reimburse any LC Disbursement in full on the date on which such LC Disbursement is made, the unpaid principal amount of such LC Disbursement shall convert automatically into an LC Loan and shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company repays such LC Loan in full, in accordance with Section 2.01; provided, however, that any LC Loan shall initially be a Base Rate Loan, and, immediately after the making of such Loan, shall be subject to conversion pursuant to Section 2.01(c). (c) The reimbursement obligation of the Company shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Company hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank or any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Bank; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Requirements of Law) suffered by the Company that are caused by the Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction), the Bank shall be deemed to have exercised care in each such determination; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential, special or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by Requirements of Law) suffered by the Company that are caused by the Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under the applicable Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (d) The Company agrees to protect, indemnify and hold harmless the Bank and its correspondents from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs (including fees and expenses of counsel) which the Bank or any of its correspondents may suffer or incur by reason of the issuance of any Letter of Credit, the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Bank or its Affiliates for any claim, damage, loss, liability, cost or expense to the extent, but only to the extent, caused by (A) the willful misconduct or gross negligence of the Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (B) the Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. (e) The Bank shall be under no obligation to issue any Letter of Credit if: (i) the Interest Coverage Ratio as of the last day of the immediately preceding fiscal quarter was less than 3.00 to 1.0; or (ii) there has been an announcement by the International Swaps and Derivatives Association, Inc (“ISDA”) that the relevant Credit Derivatives Determinations Committee (or its successor) has determined that a Credit Event (defined as a “Failure to Pay” with respect to an Obligation of the Company described by the “Borrowed Money” “Obligation Category”, as those terms are defined in the ISDA Credit Derivatives Definitions or a “Bankruptcy” “Credit Event” as those terms are defined in the ISDA Credit Derivatives Definitions) has occurred with respect to the Company (unless and until the ISDA Credit Determination Committee rescinds such determination, an “ISDA Credit Event”). For purposes hereof, “ISDA Credit Derivatives Definitions” means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions, in each case, as published by ISDA; or

Reimbursement and Indemnity. (a) If the Bank Credit Provider shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse to the Bank the amount of such LC Disbursement Credit Provider in full not later than 3:00 p.m. (New York time) on the first (1st) Business Day immediately following the date receipt of written notice of such LC Disbursement, subject to Section 2.04(b). (b) Unless If the Credit Provider shall make any LC Disbursement, then, unless the Company shall reimburse any such LC Disbursement in full on the date on which it is notified in writing that such LC Disbursement is made, the unpaid principal amount of such LC Disbursement shall convert automatically into an LC Loan bear interest and shall bear interestbe payable on demand, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company repays reimburses such LC Loan Disbursement in full, in accordance with Section 2.01at a rate per annum on the unpaid principal amount equal to fifteen percent (15%) per annum (the “Compensation Rate”; provided, howeverthat upon the occurrence and during the continuation of any Event of Default, that any LC Loan the Compensation Rate shall initially be a Base Rate Loan, and, immediately after the making of such Loan, shall be subject to conversion pursuant to Section 2.01(cincrease by an additional four percent (4%) per annum). (c) The reimbursement obligation Reimbursement Obligations of the Company shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of of, or any amendment, waiver or modification to, any Letter of Credit or this Agreement, or any agreement pursuant to which an LC Disbursement is made, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.042.2, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Company hereunder; (viii) the fact that a Default shall have occurred and be continuing; or (viiv) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank Company or any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Bank; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Requirements of Law) suffered by the Company that are caused by the Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction), the Bank shall be deemed to have exercised care in each such determination; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential, special or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by Requirements of Law) suffered by the Company that are caused by the Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under the applicable Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of CreditSubsidiaries. (d) The Company agrees to protect, indemnify and hold harmless the Bank Credit Provider and its correspondents Affiliates, and the officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing and their respective successors (each, an “Indemnitee”) from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs (including fees and expenses of counsel) which the Bank Credit Provider or any of its correspondents such Indemnitee may suffer or incur by reason of the procurement or issuance of any Letter of Credit, the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Bank or its Affiliates for any claim, damage, loss, liability, cost or expense except to the extentextent resulting from the bad faith, but only to the extent, caused by (A) the gross negligence or willful misconduct or gross negligence of the Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (B) the Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Creditapplicable Indemnitee. (e) The Bank shall be under no obligation to issue any Letter of Credit if: (i) the Interest Coverage Ratio as of the last day of the immediately preceding fiscal quarter was less than 3.00 to 1.0; or (ii) there has been an announcement by the International Swaps and Derivatives Association, Inc (“ISDA”) that the relevant Credit Derivatives Determinations Committee (or its successor) has determined that a Credit Event (defined as a “Failure to Pay” with respect to an Obligation of the Company described by the “Borrowed Money” “Obligation Category”, as those terms are defined in the ISDA Credit Derivatives Definitions or a “Bankruptcy” “Credit Event” as those terms are defined in the ISDA Credit Derivatives Definitions) has occurred with respect to the Company (unless and until the ISDA Credit Determination Committee rescinds such determination, an “ISDA Credit Event”). For purposes hereof, “ISDA Credit Derivatives Definitions” means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions, in each case, as published by ISDA; or

Reimbursement and Indemnity. Each Depositor hereby agrees to (ai) If reimburse the Bank shall make any LC Disbursement Trustee for all reasonable expenses (including reasonable fees and expenses of counsel and other experts), (ii) indemnify, defend and hold harmless the Trustee and the officers, directors, employees and agents of the Trustee (collectively, including the Trustee in respect of a Letter of Creditits individual capacity, the Company shall reimburse "Indemnified Persons") from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, "Expenses"), to the Bank extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the amount performance of such LC Disbursement on the Business Day following the date of such LC Disbursement, subject to Section 2.04(b). (b) Unless the Company shall reimburse any LC Disbursement in full on the date on which such LC Disbursement is madethis Agreement, the unpaid principal amount creation, operation, administration or termination of such LC Disbursement shall convert automatically into an LC Loan and shall bear interestthe Trust, for each day from and including or the date such LC Disbursement is made to but excluding the date that the Company repays such LC Loan in full, in accordance with Section 2.01transactions contemplated hereby; provided, however, that any LC Loan shall initially be a Base Rate Loan, and, immediately after the making of such Loan, neither Depositor shall be subject to conversion pursuant to Section 2.01(c). (c) The reimbursement obligation of the Company shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Company hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank or any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Bank; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company indemnify an Indemnified Person for Expenses to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by such Expenses result from the Company to the extent permitted by applicable Requirements of Law) suffered by the Company that are caused by the Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligencewillful misconduct, bad faith or willful misconduct on the part gross negligence of the Bank such Indemnified Person, and (as finally determined by a court of competent jurisdiction), the Bank shall be deemed iii) advance to have exercised care in each such determination; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential, special or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by Requirements of Law) suffered by the Company that are caused by the Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under the applicable Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (d) The Company agrees to protect, indemnify and hold harmless the Bank and its correspondents from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs Indemnified Person Expenses (including reasonable fees and expenses of counsel) which the Bank or any of its correspondents may suffer or incur incurred by reason of the issuance of any Letter of Creditsuch Indemnified Person, the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Bank or its Affiliates for defending any claim, damagedemand, lossaction, liability, cost suit or expense proceeding prior to the extentfinal disposition of such claim, but only demand, action, suit or proceeding upon receipt by the Depositors of an undertaking, by or on behalf of such Indemnified Person, to the extent, caused by (A) the willful misconduct or gross negligence repay such amount if it shall be determined that such Indemnified Person is not entitled to be indemnified therefor under this Section 8. The obligations of the Bank in determining whether a request presented Depositors under this Section 8 shall survive the resignation or removal of any Letter Trustee, shall survive the termination, amendment, supplement, and/or restatement of Credit complied with this Agreement, and shall survive the terms of such Letter of Credit or (B) the Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. (e) The Bank shall be under no obligation to issue any Letter of Credit if: (i) the Interest Coverage Ratio as of the last day of the immediately preceding fiscal quarter was less than 3.00 to 1.0; or (ii) there has been an announcement transfer by the International Swaps and Derivatives Association, Inc (“ISDA”) that the relevant Credit Derivatives Determinations Committee (Depositors of any or all of its successor) has determined that a Credit Event (defined as a “Failure to Pay” with respect to an Obligation of the Company described by the “Borrowed Money” “Obligation Category”, as those terms are defined interest in the ISDA Credit Derivatives Definitions or a “Bankruptcy” “Credit Event” as those terms are defined in the ISDA Credit Derivatives Definitions) has occurred with respect to the Company (unless and until the ISDA Credit Determination Committee rescinds such determination, an “ISDA Credit Event”). For purposes hereof, “ISDA Credit Derivatives Definitions” means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions, in each case, as published by ISDA; orTrust.

Reimbursement and Indemnity. (a) If Each Financier will severally reimburse each of the Bank shall make any LC Disbursement in respect of a Letter of Credit, Facility Agent and the Company shall reimburse Security Trustee (to the Bank extent that it is not reimbursed by the amount Obligors) rateably in accordance with its Commitments, or if the Total Commitments are then zero in accordance with its Commitments immediately before their reduction to zero, for all expenses (including legal fees, costs and disbursements (on a solicitor/own client basis)) incurred in connection with: (i) negotiating, preparing and executing the Finance Documents, and any subsequent consent, agreement, approval, waiver or amendment under, of such LC Disbursement on or to the Finance Documents; (ii) exercising, enforcing or preserving, or attempting to exercise, enforce or preserve, any Power under the Finance Documents, including any expenses incurred in the evaluation of any matter of material concern to the Facility Agent or the Security Trustee or the investigation of any matter which the Facility Agent or the Security Trustee determines, acting reasonably, may be an Event of Default or Potential Event of Default; or (iii) otherwise carrying out its duties or obligations as Facility Agent or Security Trustee, as applicable, under any Finance Document. Each Financier agrees to pay amounts due under this clause 21.21(a) within 5 Business Day following Days of demand from the date of such LC DisbursementFacility Agent or the Security Trustee, subject to Section 2.04(b)as relevant. (b) Unless Each Financier will severally indemnify each of the Company shall reimburse any LC Disbursement in full on Facility Agent and the date on which such LC Disbursement Security Trustee (to the extent that it is made, not indemnified by the unpaid principal amount of such LC Disbursement shall convert automatically into an LC Loan and shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company repays such LC Loan in full, Obligors) rateably in accordance with Section 2.01its Commitments, or if the Total Commitments are then zero in accordance with its Commitments immediately before their reduction to zero, against all claims, costs, losses, damages or expenses suffered or incurred by or made against the Facility Agent or the Security Trustee, as applicable, in connection with: (i) any Finance Document; (ii) the performance or purported performance of its duties or obligations as Facility Agent or Security Trustee, as applicable, under any Finance Document; providedor (iii) any action taken or omitted to be taken by the Facility Agent or Security Trustee, howeveras applicable, under or purportedly under a Finance Document, except to the extent that any LC Loan shall initially be such claim, cost, loss, damage or expense arises as a Base Rate Loandirect result of, andin the case of the Facility Agent, immediately after gross negligence, fraud or wilful misconduct or, in the making case of such Loanthe Security Trustee, shall be subject its breach of trust, gross negligence, fraud or wilful misconduct. Each Financier agrees to conversion pursuant to Section 2.01(c)pay amounts due under this indemnity within 5 Business Days of demand from the Facility Agent or the Security Trustee, as relevant. (c) The Borrower agrees to reimburse each Financier for each amount paid by that Financier under this clause 21.21. The Borrower agrees to pay amounts due under this clause 21.21(c) on demand by the Facility Agent (which demand will be made by the Facility Agent at the direction of the relevant Financier). This reimbursement obligation does not limit the liability of the Company shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement any Obligor under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability other provision of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Company hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank or any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Bank; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Requirements of Law) suffered by the Company that are caused by the Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction), the Bank shall be deemed to have exercised care in each such determination; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential, special or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by Requirements of Law) suffered by the Company that are caused by the Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under the applicable Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of CreditFinance Document. (d) The Company agrees to protect, indemnify and hold harmless the Bank and its correspondents from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs (including fees and expenses of counsel) which the Bank or any of its correspondents may suffer or incur by reason of the issuance of any Letter of Credit, the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Bank or its Affiliates for any claim, damage, loss, liability, cost or expense to the extent, but only to the extent, caused by (A) the willful misconduct or gross negligence of the Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (B) the Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. (e) The Bank shall be under no obligation to issue any Letter of Credit if: (i) the Interest Coverage Ratio as of the last day of the immediately preceding fiscal quarter was less than 3.00 to 1.0; or (ii) there has been an announcement by the International Swaps and Derivatives Association, Inc (“ISDA”) that the relevant Credit Derivatives Determinations Committee (or its successor) has determined that a Credit Event (defined as a “Failure to Pay” with respect to an Obligation of the Company described by the “Borrowed Money” “Obligation Category”, as those terms are defined in the ISDA Credit Derivatives Definitions or a “Bankruptcy” “Credit Event” as those terms are defined in the ISDA Credit Derivatives Definitions) has occurred with respect to the Company (unless and until the ISDA Credit Determination Committee rescinds such determination, an “ISDA Credit Event”). For purposes hereof, “ISDA Credit Derivatives Definitions” means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions, in each case, as published by ISDA; or

Reimbursement and Indemnity. The Obligors agree to (ai) pay and reimburse the Guarantor for the full amount of any payment made by or on behalf of the Guarantor pursuant to the Indentures and/or the Guarantees (the obligations set forth in this clause (i), the “Reimbursement Obligations”), and (ii) pay, indemnify and reimburse the Guarantor and its affiliates, and their respective officers, directors, employees, shareholders, members, attorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the enforcement against the Obligors of their obligations under this Agreement (including the reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights against the Obligors under this Agreement, including the actual and reasonable fees and disbursements of counsel to the Guarantor). All amounts due under this Section 1 (collectively, the “Reimbursement and Indemnification Obligations”) shall be due and payable immediately on demand (provided, that all such obligations shall be automatically due and payable without demand therefor in the event any such demand is prohibited by applicable law). If the Bank Obligors shall make fail to pay any LC Disbursement amounts as and when due under this Section 1, the Obligors agree to pay the Guarantor or such other Indemnitee interest or fees at the default rate that would at the time be applicable to the Guaranteed Obligations, on any and all amounts owed to the Guarantor under this Agreement in respect of a Letter the Reimbursement and Indemnification Obligations (in the case of Creditany payment in respect of interest on interest, the Company shall reimburse to the Bank extent permitted applicable law) from the amount of date such LC Disbursement on the Business Day following amounts became due pursuant to this Section 1 to, but not including, the date of such LC Disbursementpayment in full in cash. Further, if the Obligors shall fail to pay any amounts as and when due under this Section 1, then the Guarantor may, without notice to the Obligors, except as required by law, and at any time or from time to time charge, set off and otherwise apply all or part of the Reimbursement and Indemnification Obligations owed and unpaid against any amounts owed by the Guarantor or any of its subsidiaries (other than the Obligors or any of their respective subsidiaries) to the Obligors or any of their respective subsidiaries (other than amounts owed by the Guarantor or any of its subsidiaries to any subsidiary of the Obligors that is subject to Section 2.04(bregulation as an insurance company, a registered investment adviser, a registered broker-dealer or a registered investment company). (b) Unless . The Guarantor agrees to promptly notify the Company Obligors if Guarantor has exercised this right of set-off, and such notice shall reimburse any LC Disbursement in full on include reasonable details with respect to the date on amounts used for set-off and the applicable contractual obligations upon which such LC Disbursement is made, the unpaid principal amount of such LC Disbursement shall convert automatically into an LC Loan and shall bear interest, for each day from and including the date such LC Disbursement is made Guarantor has based its ability to but excluding the date that the Company repays such LC Loan in full, in accordance with Section 2.01; provided, however, that any LC Loan shall initially be a Base Rate Loan, and, immediately after the making of such Loan, shall be subject to conversion pursuant to Section 2.01(c). (c) set-off. The reimbursement obligation obligations of the Company shall be absoluteObligors are in addition to all rights of reimbursement, unconditional indemnity and irrevocable, and shall be paid and performed strictly in accordance with subrogation as the terms of this Agreement Guarantor has under any and all circumstances whatsoever and irrespective of (i) any lack of validity applicable law or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that mightequity, but for the provisions avoidance of this Section 2.04doubt, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Company hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank or any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Bank; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Requirements of Law) suffered by the Company that are caused by the Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction), the Bank there shall be deemed to have exercised care in each such determination; provided, however, that no requirement for the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential, special or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by Requirements of Law) suffered by the Company that are caused by the Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under the applicable Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (d) The Company agrees to protect, indemnify and hold harmless the Bank and its correspondents from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs (including fees and expenses of counsel) which the Bank or any of its correspondents may suffer or incur by reason of the issuance of any Letter of Credit, the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Bank or its Affiliates for any claim, damage, loss, liability, cost or expense to the extent, but only to the extent, caused by (A) the willful misconduct or gross negligence of the Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (B) the Bank’s failure Obligors to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Creditduplicative amounts. (e) The Bank shall be under no obligation to issue any Letter of Credit if: (i) the Interest Coverage Ratio as of the last day of the immediately preceding fiscal quarter was less than 3.00 to 1.0; or (ii) there has been an announcement by the International Swaps and Derivatives Association, Inc (“ISDA”) that the relevant Credit Derivatives Determinations Committee (or its successor) has determined that a Credit Event (defined as a “Failure to Pay” with respect to an Obligation of the Company described by the “Borrowed Money” “Obligation Category”, as those terms are defined in the ISDA Credit Derivatives Definitions or a “Bankruptcy” “Credit Event” as those terms are defined in the ISDA Credit Derivatives Definitions) has occurred with respect to the Company (unless and until the ISDA Credit Determination Committee rescinds such determination, an “ISDA Credit Event”). For purposes hereof, “ISDA Credit Derivatives Definitions” means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions, in each case, as published by ISDA; or

Reimbursement and Indemnity. (a) If Each Financier will severally reimburse each of the Bank shall make any LC Disbursement in respect of a Letter of Credit, Facility Agent and the Company shall reimburse Security Trustee (to the Bank extent that it is not reimbursed by the amount Obligors) rateably in accordance with its Commitments, or if the Total Commitments are then zero in accordance with its Commitments immediately before their reduction to zero, for all expenses (including legal fees, costs and disbursements (on a solicitor/own client basis)) incurred in connection with: (i) negotiating, preparing and executing the Finance Documents, and any subsequent consent, agreement, approval, waiver or amendment under, of such LC Disbursement on or to the Finance Documents; (ii) exercising, enforcing or preserving, or attempting to exercise, enforce or preserve, any Power under the Finance Documents, including any expenses incurred in the evaluation of any matter of material concern to the Facility Agent or the Security Trustee or the investigation of any matter which the Facility Agent or the Security Trustee determines, acting reasonably, may be an Event of Default or Potential Event of Default; or (iii) otherwise carrying out its duties or obligations as Facility Agent or Security Trustee, as applicable, under any Finance Document, Each Financier agrees to pay amounts due under this clause 21.21 (a) within 5 Business Day following Days of demand from the date of such LC DisbursementFacility Agent or the Security Trustee, subject to Section 2.04(b)as relevant. (b) Unless Each Financier will severally indemnify each of the Company shall reimburse any LC Disbursement in full on Facility Agent and the date on which such LC Disbursement Security Trustee (to the extent that it is made, not indemnified by the unpaid principal amount of such LC Disbursement shall convert automatically into an LC Loan and shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company repays such LC Loan in full, Obligors) rateably in accordance with Section 2.01its Commitments, or if the Total Commitments are then zero in accordance with its Commitments immediately before their reduction to zero, against all claims, costs, losses, damages or expenses suffered or incurred by or made against the Facility Agent or the Security Trustee, as applicable, in connection with: (i) any Finance Document; (ii) the performance or purported performance of its duties or obligations as Facility Agent or Security Trustee, as applicable, under any Finance Document; providedor (iii) any action taken or omitted to be taken by the Facility Agent or Security Trustee, howeveras applicable, under or purportedly under a Finance Document, except to the extent that any LC Loan shall initially be such claim, cost, loss, damage or expense arises as a Base Rate Loandirect result of, andin the case of the Facility Agent, immediately after gross negligence, fraud or wilful misconduct or, in the making case of such Loanthe Security Trustee, shall be subject its breach of trust, gross negligence, fraud or wilful misconduct. Each Financier agrees to conversion pursuant to Section 2.01(c)pay amounts due under this indemnity within 5 Business Days of demand from the Facility Agent or the Security Trustee, as relevant. (c) The Borrower agrees to reimburse each Financier for each amount paid by that Financier under this clause 21.21. The Borrower agrees to pay amounts due under this clause 21.21(c) on demand by the Facility Agent (which demand will be made by the Facility Agent at the direction of the relevant Financier). This reimbursement obligation does not limit the liability of the Company shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement any Obligor under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability other provision of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Company hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank or any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Bank; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Requirements of Law) suffered by the Company that are caused by the Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction), the Bank shall be deemed to have exercised care in each such determination; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential, special or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by Requirements of Law) suffered by the Company that are caused by the Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under the applicable Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of CreditFinance Document. (d) The Company agrees to protect, indemnify and hold harmless the Bank and its correspondents from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs (including fees and expenses of counsel) which the Bank or any of its correspondents may suffer or incur by reason of the issuance of any Letter of Credit, the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Bank or its Affiliates for any claim, damage, loss, liability, cost or expense to the extent, but only to the extent, caused by (A) the willful misconduct or gross negligence of the Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (B) the Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. (e) The Bank shall be under no obligation to issue any Letter of Credit if: (i) the Interest Coverage Ratio as of the last day of the immediately preceding fiscal quarter was less than 3.00 to 1.0; or (ii) there has been an announcement by the International Swaps and Derivatives Association, Inc (“ISDA”) that the relevant Credit Derivatives Determinations Committee (or its successor) has determined that a Credit Event (defined as a “Failure to Pay” with respect to an Obligation of the Company described by the “Borrowed Money” “Obligation Category”, as those terms are defined in the ISDA Credit Derivatives Definitions or a “Bankruptcy” “Credit Event” as those terms are defined in the ISDA Credit Derivatives Definitions) has occurred with respect to the Company (unless and until the ISDA Credit Determination Committee rescinds such determination, an “ISDA Credit Event”). For purposes hereof, “ISDA Credit Derivatives Definitions” means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions, in each case, as published by ISDA; or

Reimbursement and Indemnity. (a) If the Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse to the Bank the amount of such LC Disbursement on the Business Day following the date of such LC Disbursement, subject to Section 2.04(b). (b) Unless the Company shall reimburse any LC Disbursement in full on the date on which such LC Disbursement is made, the unpaid principal amount of such LC Disbursement shall convert automatically into an LC Loan and shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company repays such LC Loan in full, in accordance with Section 2.01; provided, however, that any LC Loan shall initially be a Base Rate Loan, and, immediately after the making of such Loan, shall be subject to conversion pursuant to Section 2.01(c). (c) The reimbursement obligation of the Company shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of Client shall: (i) whether or not transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of (x) AFC (including, without limitation, the reasonable fees and disbursements of counsel for AFC) in connection with the preparation, execution and delivery of this Aircraft CFR Agreement and the documents and instruments referred to herein and any lack amendment, waiver or consent relating hereto or thereto and (y) AFC in connection with the enforcement of validity or enforceability this Aircraft CFR Agreement and the documents and instruments referred to herein (including, without limitation, the reasonable fees and disbursements of any Letter of Credit or this Agreement, or any term or provision thereincounsel for AFC); (ii) pay and hold AFC harmless from and against any draft and all present and future stamp and other similar taxes with respect to the foregoing matters and save AFC harmless from and against any and all liabilities with respect to or other document presented under a Letter of Credit being proved resulting from any delay or omission to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respectpay such taxes; and (iii) payment indemnify AFC, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities,' obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by the Bank under any of them as a Letter of Credit against presentation of a draft result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other document that fails proceeding (whether or not AFC is a party thereto) related to comply the entering into and/or performance of this Aircraft CFR Agreement, the Aircraft Agreement and/or the Factoring Agreement or the use of the proceeds of the Prefunding or the consummation of any of the transactions contemplated herein or therein (including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with the terms of any such Letter of Credit; (iv) any investigation, litigation or other event or circumstance whatsoeverproceeding, whether or not AFC is a party thereto) , including, without limitation, any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements resulting from, arising out of or based upon the presence, release, use, manufacture, installation, generation, discharge, storage or disposal at any time of hazardous materials (as such terms or any similar terms may be defined under or in connection with any and all applicable local, state or federal law) including, without limitation, any and all chemicals, materials or substances, the exposure to which is regulated, limited or prohibited by any governmental authority or applicable law, on, under, in or about, or the transportation of any such material to or from, any of the foregoingreal property owned, that mightleased or operated by Client (but, but for excluding any such liabilities, obligations, losses, etc. , to the extent incurred by reason of the gross negligence or willful misconduct of the person or entity to be indemnified). The provisions of this Section 2.049 shall survive the repayment of the Prefunding and the termination, constitute a legal or equitable discharge ofif any, or provide a right of setoff againstthis Aircraft CFR Agreement, the obligations of Aircraft Agreement and/or the Company hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank or any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Bank; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Requirements of Law) suffered by the Company that are caused by the Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction), the Bank shall be deemed to have exercised care in each such determination; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential, special or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by Requirements of Law) suffered by the Company that are caused by the Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under the applicable Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of CreditFactoring Agreement. (d) The Company agrees to protect, indemnify and hold harmless the Bank and its correspondents from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs (including fees and expenses of counsel) which the Bank or any of its correspondents may suffer or incur by reason of the issuance of any Letter of Credit, the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Bank or its Affiliates for any claim, damage, loss, liability, cost or expense to the extent, but only to the extent, caused by (A) the willful misconduct or gross negligence of the Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (B) the Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. (e) The Bank shall be under no obligation to issue any Letter of Credit if: (i) the Interest Coverage Ratio as of the last day of the immediately preceding fiscal quarter was less than 3.00 to 1.0; or (ii) there has been an announcement by the International Swaps and Derivatives Association, Inc (“ISDA”) that the relevant Credit Derivatives Determinations Committee (or its successor) has determined that a Credit Event (defined as a “Failure to Pay” with respect to an Obligation of the Company described by the “Borrowed Money” “Obligation Category”, as those terms are defined in the ISDA Credit Derivatives Definitions or a “Bankruptcy” “Credit Event” as those terms are defined in the ISDA Credit Derivatives Definitions) has occurred with respect to the Company (unless and until the ISDA Credit Determination Committee rescinds such determination, an “ISDA Credit Event”). For purposes hereof, “ISDA Credit Derivatives Definitions” means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions, in each case, as published by ISDA; or

Reimbursement and Indemnity. (a) If In addition to interest and any other fees due hereunder or under the Bank shall make any LC Disbursement in respect of a Letter of CreditNote, the Company Vishay shall reimburse Siliconix for the loss of interest income on cash of Siliconix or its Subsidiary required to fund any Loan, by reason of Siliconix's having to transfer such cash to a non-interest bearing or lower interest bearing account in order to facilitate the making of the Loan or to deposit any amount received on repayment of any Loan into such an account prior to transferring the repayment amount to the Bank regular accounts of Siliconix or its Subsidiary. Siliconix shall timely inform Vishay of any reimbursable amounts due under this Section 2.04(a) (together with the amount method of calculation thereof), and Vishay shall pay such LC Disbursement on the reimbursement within two (2) Business Day following the date of Days after receiving such LC Disbursement, subject to Section 2.04(b)information from Siliconix. (b) Unless Vishay shall indemnify and save Siliconix harmless from all reasonable fees, expenses, losses, costs, damages and liabilities, including reasonable attorneys' fees and disbursements and costs of investigation, incurred by Siliconix by reason of enforcing the Company shall reimburse obligations of Siliconix under the Loan Documents or in the prosecution or defense of any LC Disbursement action or proceeding concerning any matter growing out of or connected with the Loan Documents or relating in full any way to the imposition (or attempted imposition) on Siliconix of any liability for the date on which such LC Disbursement is madeviolation of or non-compliance by any Person (or purported violation or non-compliance) with any law, rule or regulation resulting from the unpaid principal amount transaction contemplated by the Loan Documents, other than in each case resulting from the gross negligence or willful misconduct of such LC Disbursement shall convert automatically into an LC Loan and shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company repays such LC Loan in full, in accordance with Section 2.01; provided, however, that any LC Loan shall initially be a Base Rate Loan, and, immediately after the making of such Loan, shall be subject to conversion pursuant to Section 2.01(c)Siliconix. (c) The reimbursement obligation If the making of any Loan shall subject Siliconix to any Tax to which it would not have been subject but for the Company shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with making of such Loan (other than Tax on the terms income of this Agreement Siliconix resulting from the payment of interest to Siliconix under any Loan), including any increase in the payments required to be made by Siliconix under any tax sharing agreement and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability whether such Tax is imposed because of any Letter change in any U.S. or non-U.S. tax laws, rules, regulations or judicial or administrative interpretations thereof occurring following the date of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Company hereunder; (v) the fact that a Default Vishay shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank or any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Bank; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Requirements of Law) suffered by the Company that are caused by the Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction), the Bank shall be deemed to have exercised care in each such determination; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential, special or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by Requirements of Law) suffered by the Company that are caused by the Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under the applicable Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (d) The Company agrees to protect, indemnify and hold Siliconix harmless from the Bank and its correspondents from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs (including fees and expenses of counsel) which the Bank or any of its correspondents may suffer or incur by reason of the issuance of any Letter of Credit, the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Bank or its Affiliates liability for any claim, damage, loss, liability, cost or expense to the extent, but only to the extent, caused by (A) the willful misconduct or gross negligence of the Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (B) the Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of CreditTax. (e) The Bank shall be under no obligation to issue any Letter of Credit if: (i) the Interest Coverage Ratio as of the last day of the immediately preceding fiscal quarter was less than 3.00 to 1.0; or (ii) there has been an announcement by the International Swaps and Derivatives Association, Inc (“ISDA”) that the relevant Credit Derivatives Determinations Committee (or its successor) has determined that a Credit Event (defined as a “Failure to Pay” with respect to an Obligation of the Company described by the “Borrowed Money” “Obligation Category”, as those terms are defined in the ISDA Credit Derivatives Definitions or a “Bankruptcy” “Credit Event” as those terms are defined in the ISDA Credit Derivatives Definitions) has occurred with respect to the Company (unless and until the ISDA Credit Determination Committee rescinds such determination, an “ISDA Credit Event”). For purposes hereof, “ISDA Credit Derivatives Definitions” means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions, in each case, as published by ISDA; or

Reimbursement and Indemnity. Each Lender shall ------------------------------ reimburse the Lead Lender (a) If the Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse to the Bank the amount of such LC Disbursement on the Business Day following the date of such LC Disbursement, subject to Section 2.04(b). (b) Unless the Company shall reimburse any LC Disbursement in full on the date on which such LC Disbursement is made, the unpaid principal amount of such LC Disbursement shall convert automatically into an LC Loan and shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company repays such LC Loan in full, ratably in accordance with Section 2.01; provided, however, that any LC Loan shall initially be a Base Rate Loan, and, immediately after the making of such Loan, shall be subject to conversion pursuant to Section 2.01(c). (c) The reimbursement obligation Lender's pro rata proportion of the Company shall be absoluteLoan), unconditional and irrevocable, and shall be paid and performed strictly in accordance with to the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment extent that the Lead Lender is not reimbursed by the Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoeverBorrower, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, charges and expenses incurred by the obligations of the Company hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank or any of its Affiliates shall have any liability or responsibility by reason of or Lead Lender in connection with the issuance contemplation of, or transfer otherwise in connection with, the enforcement of, or the preservation of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence)rights under, or any errorin carrying out its duties under, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit this Agreement including (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Bank; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Requirements of Law) suffered by the Company that are caused by the Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction), the Bank shall be deemed to have exercised care in each such determination; provided, however, that case) the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential, special or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by Requirements of Law) suffered by the Company that are caused by the Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under the applicable Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (d) The Company agrees to protect, indemnify and hold harmless the Bank and its correspondents from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs (including fees and expenses of counsellegal or other professional advisers. Each Lender shall indemnify the Lead Lender (ratably in accordance with such Lender's pro rata proportion of the Loan) which against all liabilities, damages, costs and claims whatsoever incurred by the Bank Lead Lender in connection with this Agreement or the performance of its duties under this Agreement or any of its correspondents may suffer action taken or incur omitted by reason of the issuance of any Letter of CreditLead Lender under this Agreement, unless such liabilities, damages, costs or claims arise from the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Bank or its Affiliates for any claim, damage, loss, liability, cost or expense to the extent, but only to the extent, caused by (A) the willful misconduct or Lead Lender's own gross negligence of the Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (B) the Bank’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Creditwillful misconduct. (e) The Bank shall be under no obligation to issue any Letter of Credit if: (i) Subject to Clause 5(d)(ii) below, the Interest Coverage Ratio as Lead Lender may, with the consent of the last day Lenders holding at least two thirds (2/3) of the immediately preceding fiscal quarter was less than 3.00 outstanding dollar amount of the Loan (the "Majority Lenders") (or if and to 1.0; orthe extent expressly authorized by the other provisions of this Agreement), (a) agree to amendments or modifications to this Agreement with the Borrower and/or (b) vary or waive breaches of, or defaults under, or otherwise excuse performance of, any provision of this Agreement by the Borrower. Any such action so authorized and effected by the Lead Lender shall be documented in such manner as the Lead Lender shall (with the approval of the Majority Lenders) determine, shall be promptly notified to the Lenders by the Lead Lender and shall be binding on all the Lenders. (ii) there has been an announcement Except with the prior written consent of all the Lenders, the Lead Lender shall not have authority on behalf of the Lenders to agree with the Borrower to any amendment or modification to this Agreement or to grant waivers in respect of breaches or defaults or to vary or excuse performance of or under this Agreement by the International Swaps and Derivatives AssociationBorrower, Inc if the effect of such amendment, modification, waiver, variation or excuse would be to (“ISDA”a) that postpone the relevant Credit Derivatives Determinations Committee (due date or its successor) has determined that a Credit Event (defined as a “Failure to Pay” with respect to an Obligation reduce the amount of the Company described any payment of principal, interest or other amount payable by the “Borrowed Money” “Obligation Category”Borrower under this Agreement, as those (b) change the terms are defined in or provisions of Section 1(c) of this Agreement, (c) change the ISDA Credit Derivatives Definitions or a “Bankruptcy” “Credit Event” as those terms are defined in the ISDA Credit Derivatives Definitions) has occurred with respect to the Company (unless and until the ISDA Credit Determination Committee rescinds such determination, an “ISDA Credit Event”). For purposes hereof, “ISDA Credit Derivatives Definitions” means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions, in each case, as published by ISDA; ordefinition of "Majority Lenders,"

Reimbursement and Indemnity. (a) If the Issuing Bank shall make any LC L/C Disbursement in respect of a Letter of Credit, the Company shall reimburse such L/C Disbursement by paying to the Issuing Bank an amount equal to such L/C Disbursement not later than 3:00 p.m., New York City time, on the amount date that such L/C Disbursement is made if Company shall have received notice of such LC L/C Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by Company prior to such time on such date, then not later than 3:00 p.m., New York City time, on the Business Day immediately following the date of day that Company receives such LC Disbursement, subject to Section 2.04(b). (b) Unless the Company shall reimburse any LC Disbursement in full on the date on which such LC Disbursement is made, the unpaid principal amount of such LC Disbursement shall convert automatically into an LC Loan and shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company repays such LC Loan in full, in accordance with Section 2.01; provided, however, that any LC Loan shall initially be a Base Rate Loan, and, immediately after the making of such Loan, shall be subject to conversion pursuant to Section 2.01(c). (c) notice. The reimbursement obligation of the Company shall be absolute, unconditional and irrevocableabsolute notwithstanding, and neither the Issuing Bank nor any of its correspondents shall be paid and performed strictly in accordance with the terms of this Agreement under have any and all circumstances whatsoever and irrespective of liability by reason of, (i) any lack of validity or enforceability of any Letter of Credit or this Agreementdraft, or any term or provision therein; (ii) any draft certificate or other document presented under or in connection with a Letter of Credit, including any instrument purporting to transfer or assign a Letter of Credit being proved or any rights thereunder, proving to be forged, fraudulent, invalid inaccurate, invalid, unenforceable or insufficient in any respect respect, (ii) the existence of any claim, set-off or other rights which the Company may have at any time against the beneficiary or any statement therein being untrue or inaccurate in any respect; other person, (iii) payment by the Bank under a Letter failure of Credit against presentation of a draft or other document that fails any drawing to comply with conform to the terms of such a Letter of Credit; provided that the Issuing Bank shall have acted in good faith and shall not have engaged in willful misconduct in connection therewith, (iv) the misapplication of the proceeds of any drawing by the beneficiary or any other event person, or (v) any other act, omission or circumstance whatsoever, whether or not similar to any of the foregoing, that mightwould, but for the provisions of this Section 2.04subsection (a), constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations any obligation of the Company hereunder; . (vb) the fact that a Default The Issuing Bank shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank or any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, provide written notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Bank; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of promptly following any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by applicable Requirements of Law) suffered by the Company that are caused by the Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the Bank (as finally determined by a court of competent jurisdiction), the Bank shall be deemed to have exercised care in each such determination; provided, however, that the foregoing shall not be construed to excuse the Bank from liability to the Company to the extent of any direct damages (as opposed to consequential, special or punitive damages, claims in respect of which are hereby waived by the Company to the extent permitted by Requirements of Law) suffered by the Company that are caused by the Bank’s gross negligence, bad faith or willful misconduct in determining whether drafts and other documents presented under the applicable Letter of Credit comply with the terms thereof. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of drawing upon a Letter of Credit, including the amount by which the Stated Amount has thereby been reduced, or the reduction or termination of any Letter of Credit. Unless the Company shall, at the time of any such drawing, have posted funds with the Issuing Bank maysufficient to reimburse such drawing in full in cash, the Issuing Bank shall be permitted, in its sole discretion, either accept and make payment upon after it has honored a request for a drawing under a Letter of Credit, to withdraw from the Cash Collateral Account funds sufficient to reimburse such documents without responsibility drawing, for further investigation, regardless the purpose of any notice or information such reimbursement. Notwithstanding anything herein to the contrary, or refuse to accept and make payment upon such documents if such documents are the Issuing Bank will not in strict compliance with withdraw funds from the terms of such Letter of Credit. (d) The Cash Collateral Account unless the Company agrees to protect, indemnify and hold harmless the Bank and its correspondents from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs (including fees and expenses of counsel) which the Bank or any of its correspondents may suffer or incur by reason has received at least one Business Day’s prior written notice of the issuance of any Letter of Credit, Issuing Bank’s intention to make such withdrawal. Unless the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit; provided, however, that Issuing Bank notifies the Company otherwise in writing, delivery of notice under the first sentence of this Section 3.01(b) shall not be required to indemnify the Bank or its Affiliates for any claim, damage, loss, liability, cost or expense to the extent, but only to the extent, caused by (A) the willful misconduct or gross negligence constitute notice of the Bank in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (B) the Issuing Bank’s failure intention to pay under any Letter of Credit after withdraw and shall satisfy the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. (e) The Bank shall be under no obligation to issue any Letter of Credit if: (i) the Interest Coverage Ratio as notice of the last day second sentence of the immediately preceding fiscal quarter was less than 3.00 to 1.0; or (ii) there has been an announcement by the International Swaps and Derivatives Association, Inc (“ISDA”) that the relevant Credit Derivatives Determinations Committee (or its successor) has determined that a Credit Event (defined as a “Failure to Pay” with respect to an Obligation of the Company described by the “Borrowed Money” “Obligation Category”, as those terms are defined in the ISDA Credit Derivatives Definitions or a “Bankruptcy” “Credit Event” as those terms are defined in the ISDA Credit Derivatives Definitions) has occurred with respect to the Company (unless and until the ISDA Credit Determination Committee rescinds such determination, an “ISDA Credit Event”this Section 3.01(b). For purposes hereof, “ISDA Credit Derivatives Definitions” means the 2003 ISDA Credit Derivatives Definitions, as supplemented by the 2009 ISDA Credit Derivatives Determinations Committees and Auction Settlement Supplement to the 2003 ISDA Credit Derivatives Definitions, in each case, as published by ISDA; or.