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 the Agreement, Borrowers hereby agree to pay and to protect, indemnify, and save harmless Administrative Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys' fees and allocated costs of internal counsel) which Administrative Agent 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 thereof, or (ii) the failure of Administrative Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty 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 or such 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 to which such Person intends to seek indemnification hereunder without the prior written consent of the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayed. As between Administrative Agent and any Lender and Borrowers, Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries thereof. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Administrative Agent nor any Lender shall be responsible: (i) 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 or Eligible Trade L/C; 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 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 thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty 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 thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit, Eligible Trade L/C or guaranty thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lender's rights or powers hereunder or under the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among 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 ------------------------------------------ amounts payable as elsewhere provided in the Agreement, Borrowers hereby agree to pay and to protect, indemnify, and save harmless Administrative Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys' fees and allocated costs of internal counsel) which Administrative Agent 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 thereof, or (ii) the failure of Administrative Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty 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 or such 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 to which such Person intends to seek indemnification hereunder without the prior written consent of the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayed. As between Administrative Agent and any Lender Lender, on the one hand, and BorrowersBorrowers and Guarantors, 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 thereofof any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Administrative Agent nor any Lender shall be responsible: (i) 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 or Eligible Trade L/CCredit; 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 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 thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty 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 thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit, Eligible Trade L/C Credit or guaranty thereof; and or (viii) for any consequences arising from causes beyond the control of Administrative Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lender's rights or powers hereunder or under the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among 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: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 the this Agreement, Borrowers Borrower hereby agree to pay and agrees to protect, indemnify, pay and save harmless Administrative Agent and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which Administrative Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i1) the issuance of any Letter of Credit or guaranty 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 or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty 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 or such 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 to which such Person intends to seek indemnification hereunder without the prior written consent of the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayedgovernmental authority. As between Administrative Agent and Borrower and any Lender and BorrowersBorrower, Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries thereofof any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Administrative Agent nor any Lender shall be responsible: (i) 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 or Eligible Trade L/CCredit; 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 thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made solely 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 thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty 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 thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit, Eligible Trade L/C Credit or guaranty thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lender's rights or powers hereunder or under the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrowers and such L/C Issuerhereunder. ANNEX C (Section 1.8) ----------- to TO AMENDED AND RESTATED CREDIT AGREEMENT ---------------- DATED AS OF DECEMBER 30, 1996 CASH MANAGEMENT SYSTEMS ----------------------- Each Credit Party The Borrower 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 Section 2.18, the Agreement, Borrowers Borrower hereby agree to pay and agrees to protect, indemnify, indemnify and save harmless Administrative Agent the Agent, the Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which Administrative Agent or any the Agent, the Issuing Bank and each Lender may incur or be subject to as a consequence, direct or indirect, of (i1) the issuance of any Letter of Credit or guaranty thereofCredit, or (ii2) the failure of Administrative Agent or any Lender seeking indemnification or of any L/C Issuer the Issuing Bank to honor a demand for payment drawing under any Letter of Credit or guaranty 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 solely as a result of resulting from the Issuing Bank's gross negligence or willful misconduct as determined in a final judgment of Administrative Agent or such Lender (as finally determined by a court of competent jurisdiction)jurisdiction or a settlement tantamount to such formal decision. No Agent or Lender Without limiting the foregoing, the Issuing Bank shall enter into have no obligation to ascertain whether the stated purpose of any compromise or settlement in any action as to which such Person intends to seek indemnification hereunder without the prior written consent requested Letter of the Credit Party from whom indemnification hereunder is sought, which consent permitted by this Agreement and shall not be unreasonably withheld or delayedliable for the Borrower's use of a Letter of Credit issued pursuant to the terms hereof in violation of the Borrower's covenants contained herein. As between Administrative Agent among the Borrower, the Agent, the Lenders and any Lender and Borrowersthe Issuing Bank, Borrowers assume 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 thereofof such Letters of Credit. In furtherance and not in limitation of the foregoing, to neither the fullest extent permitted by law neither Administrative Agent Agent, the Issuing Bank nor any Lender (absent its own gross negligence or willful misconduct as determined in a final order of a court of competent jurisdiction or in a settlement agreement tant amount to such final order) shall be responsibleresponsible for: (i1) for 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 draw upon such Letter of Credit, unless (a) such failure is material and substantive, and (b) the Issuing Bank's payment under on such Letter of Credit or Eligible Trade L/C; provided thatconstitutes bad faith, 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 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 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 thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty 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 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, Eligible Trade L/C ; or guaranty thereof; and (viii) for 8) any consequences arising from causes beyond the control of Administrative Agent or any Lenderthe Issuing Bank. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lenderthe 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 under 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. Nothing contained herein 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 deemed entitled to limit 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 expand 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 waiversand all liabilities, covenants obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or indemnities made by Borrowers in favor disbursements of any L/C Issuer kind or nature whatsoever that may be imposed on, incurred by or asserted against the Issuing Bank in any letter way relating to or arising out of credit applicationthis Agreement or any action taken or omitted by the Issuing Bank under this Agreement, reimbursement agreement provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or similar document, instrument disbursements resulting from the Issuing Bank's gross negligence or agreement between willful misconduct as determined in a final judgment by a court of competent jurisdiction or among Borrowers and a settlement tantamount to 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:formal decision.

Indemnification; Nature of Lenders’ Duties. In addition to ------------------------------------------ amounts payable as elsewhere provided in the Agreement, Borrowers hereby agree to pay and to protect, indemnify, and save harmless Administrative Agent Agent, each L/C Issuer and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys' fees and allocated costs of internal counsel) which Administrative Agent Agent, 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 thereof, or (ii) the failure of Administrative Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty 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 or such 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 to which such Person intends to seek indemnification hereunder without the prior written consent of the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayed. As between Administrative Agent Agent, any L/C Issuer and any Lender and Borrowers, Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries thereof. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither none of Administrative Agent Agent, any L/C Issuer nor any Lender shall be responsible: (i) 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 or Eligible Trade L/CCredit; 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 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 thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty 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 thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit, Eligible Trade L/C Credit or guaranty thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lender's rights or powers hereunder or under the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrowers and such L/C Issuer. ANNEX C (Section 1.8) ----------- to CREDIT AGREEMENT ---------------- CASH MANAGEMENT SYSTEMS ----------------------- Each Credit Party shall, including a Master Documentary Agreement and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below:a Master Standby Agreement entered into with Administrative Agent.

Indemnification; Nature of Lenders’ Duties. In addition to ------------------------------------------ amounts payable as elsewhere provided in the this Agreement, Borrowers Borrower hereby agree to pay and agrees to protect, indemnify, pay and save harmless Administrative Agent and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which Administrative Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i1) the issuance of any Letter of Credit or guaranty 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 or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty 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 or such 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 to which such Person intends to seek indemnification hereunder without the prior written consent of the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayedgovernmental authority. As between Administrative Agent and Borrower and any Lender and BorrowersBorrower, Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries thereofof any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Administrative Agent nor any Lender shall be responsible: (i) 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 or Eligible Trade L/CCredit; 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 thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made solely 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 thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty 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 thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit, Eligible Trade L/C Credit or guaranty thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lender's rights or powers hereunder or under the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among 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:hereunder.

Indemnification; Nature of Lenders’ Duties. In addition to ------------------------------------------ amounts payable as elsewhere provided in the this Agreement, Borrowers Borrower hereby agree to pay and agrees to protect, indemnify, pay and save harmless Administrative Agent and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of cf internal counsel) which Administrative Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i1) the issuance of any Letter of Credit or guaranty 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 or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty 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 or such 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 to which such Person intends to seek indemnification hereunder without the prior written consent of the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayedgovernmental authority. As between Administrative Agent and Borrower and any Lender and BorrowersBorrower, Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries thereofof any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Administrative Agent nor any Lender shall be responsible: (i) 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 or Eligible Trade L/CCredit; 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 thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made solely 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 thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty 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 thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit, Eligible Trade L/C Credit or guaranty thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lender's rights or powers hereunder or under the Agreementhereunder. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrowers and such L/C Issuer. ANNEX C (Section 1.8) ----------- to SCHEDULE D TO CREDIT AGREEMENT ---------------- DATED AS OF DECEMBER 17, 1993 CASH MANAGEMENT SYSTEMS ----------------------- Each Credit Party The Borrower 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 the Agreement, Borrowers hereby agree to pay and to protect, indemnify, and save harmless Administrative Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys' fees and allocated costs of internal counsel) which Administrative Agent 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 thereof, or (ii) the failure of Administrative Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty 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 or such 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 to which such Person intends to seek indemnification hereunder without the prior written consent of the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayed. As between Administrative Agent and any Lender and Borrowers, Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries thereof. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Administrative Agent nor any Lender shall be responsible: (i) 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 or Eligible Trade L/C; 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 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 thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty 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 thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit, Eligible Trade L/C or guaranty thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lender's rights or powers hereunder or under the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrowers and such L/C Issuer, including a Master Documentary Agreement and a Master Standby Agreement entered into with Administrative Agent. ANNEX C (Section 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:TO

Indemnification; Nature of Lenders’ Duties. In addition to ------------------------------------------ amounts payable as elsewhere provided in the Agreement, Borrowers Obligors, jointly and severally, hereby agree to pay and to protect, indemnify, pay and save harmless Administrative Agent and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) which Administrative Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i1) the issuance of any Letter of Credit or guaranty 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 or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty 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 or such 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 to which such Person intends to seek indemnification hereunder without the prior written consent of the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayedgovernmental authority. As between Administrative Agent and Obligors and any Lender and BorrowersObligors, Borrowers Obligors assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries thereofof any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Administrative Agent nor any Lender shall be responsible: (i) 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 or Eligible Trade L/CCredit; provided 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 thereof, Administrative Agent or such L/C Issuer shall be liable to the extent such payment was made solely 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 thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty 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 thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit, Eligible Trade L/C Credit or guaranty thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lender's rights or powers hereunder or under the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrowers and such L/C Issuerhereunder. ANNEX C (Section 1.8SECTION 1.7) ----------- to TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT ---------------- CASH MANAGEMENT SYSTEMS ----------------------- Each Credit Party Obligor shall, and each Obligor 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 the Agreement, Borrowers Borrower hereby agree agrees to pay and to protect, indemnify, and save harmless Administrative Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including attorneys' fees and allocated costs of internal counsel) which Administrative Agent 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 thereof, or (ii) the failure of Administrative Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty 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 or such 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 to which such Person intends to seek indemnification hereunder without the prior written consent of the Credit Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayed. As between Administrative Agent and any Lender and BorrowersBorrower, Borrowers assume Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries thereofof any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law neither Administrative Agent nor any Lender shall be responsible: (i) 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 or Eligible Trade L/CCredit; provided 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 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 thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty 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 thereof or of the proceeds thereof; (vii) for the credit of the proceeds of any drawing under any Letter of Credit, Eligible Trade L/C Credit or guaranty thereof; and (viii) for any consequences arising from causes beyond the control of Administrative Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of any of Administrative Agent's or any Lender's rights or powers hereunder or under the Agreement. Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by Borrowers Borrower in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among Borrowers Borrower 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:.