Applicant will indemnify and hold harmless each Indemnified Party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) that arise out of or in connection with:  (i) this Agreement and  the Credit, (ii) any payment or action taken or omitted to be taken in connection with the Credit or this Agreement, (iii) any indemnity or other undertaking that Applicant requests or authorizes Issuer to issue to induce any Beneficiary to issue its own letter of credit or other undertaking in connection with the Credit, or (iv) any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority or any other cause beyond Issuer’s control with respect to this Agreement or the Credit, except in each case to the extent such liability, loss, damage, cost or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from such Indemnified Party’s bad faith, gross negligence or willful misconduct.  Applicant will pay within ten Business Days after demand from time to time all amounts owing under this Section.