Common use of Indemnifications Clause in Contracts

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Credit Documents, or any other amount payable as provided herein each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank Issuer following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank Issuer with reference to any Letter of Credit. (ii) Each Participating Lender agrees to indemnify and defend each of Regions and its Affiliates and all of Regions’ and each of its Affiliates present and future officers, directors, agents, employees and attorneys (the Issuing Bank Indemnitees “Regions Indemnitees”) (to the extent the Issuing Bank Regions Indemnitees are not reimbursed by Borrowers or any other ObligorCredit Party, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolver Revolving Commitments, from and against any and all Claims claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Regions Indemnitees in any way related to or arising out of Issuing BankIssuer’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.22.7).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers Borrower may have to Agent or any Indemnitees Lender under any of the other Loan DocumentsDocuments and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Claims which any Indemnitee of the Agent Indemnitees or any of the Lender Indemnitees may suffer, (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or any LC Support or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Creditthereunder. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Fleet Indemnitees (to the extent the Issuing Bank Fleet Indemnitees are not reimbursed by Borrowers Borrower or any other Obligor, but without limiting the indemnification obligations of Borrowers Borrower under this Agreement), to the extent of such Lender’s on a Pro Rata share of the Revolver Commitmentsbasis, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Fleet Indemnitees in any way related to or arising out of Issuing Bank’s Fleet's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are Borrower is obligated to pay under Section 15.2SECTION 14.2 hereof), provided that no Participating Lender shall be liable to any of the Fleet Indemnitees for any of the foregoing to the extent that they actually result from the willful misconduct or gross negligence of such Fleet Indemnitees.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to Agent or any Indemnitees Lender under any of the other Loan DocumentsDocuments and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Indemnified Claims which any Agent Indemnitee or Lender Indemnitee may suffer, (other than as the actual result of its own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or any LC Support or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Creditthereunder. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Fleet Indemnitees (to the extent the Issuing Bank Fleet Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s on a Pro Rata share of the Revolver Commitmentsbasis, from and against any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Fleet Indemnitees in any way related to or arising out of Issuing Bank’s Fleet's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which that Borrowers are obligated to pay under Section 15.214.2 hereof), provided that no Participating Lender shall be liable to any Fleet Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Fleet Indemnitee.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to Agent or any Indemnitees Lender under any of the other Loan DocumentsDocuments and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Indemnified Claims which any Indemnitee of the Agent Indemnitees or any of the Lender Indemnitees may suffer, (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or any LC Support or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Creditthereunder. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Fleet Indemnitees (to the extent the Issuing Bank Fleet Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s on a Pro Rata share of the Revolver Commitmentsbasis, from and against any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Fleet Indemnitees in any way related to or arising out of Issuing Bank’s Fleet's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2SECTION 14.2 hereof), provided that no Participating Lender shall be liable to any of the Fleet Indemnitees for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Fleet Indemnitees.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims actual out-of-pocket losses, claims, damages and expenses which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit, in each case, unless such losses, claims, damages or expenses result from the gross negligence or willful misconduct of such Indemnitee (including such Indemnitee's officers, directors, employees, agents and attorneys but such defense shall not apply to any other Indemnitees). (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s 's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers Borrower may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of CreditCredit in accordance with its terms, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit, other than in each case with respect to the gross negligence or willful misconduct of such Indemnitees. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers Borrower or any other Obligor, but without limiting the indemnification obligations of Borrowers Borrower under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s 's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are Borrower is obligated to pay under Section 15.214.2).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the other Loan DocumentsDocuments and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Indemnified Claims which any Indemnitee may suffer, (other than solely as the result of its own gross negligence or willful misconduct or its breach of any of the Loan Documents) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Commitments, from and against any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s 's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2SECTION 15.2 hereof), provided that no Participating Lender shall be liable to any of the Issuing Bank Indemnitees for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Issuing Bank Indemnitees.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to Agents or any Indemnitees Lender under any of the other Loan DocumentsDocuments and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Indemnified Claims which any Indemnitee of the Agent Indemnitees or any of the Lender Indemnitees may suffer, incur (other than as the actual result of their own gross negligence or willful misconduct) or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, Credit or LC Support or (b) any suit, investigation or proceeding as to which any Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or any LC Support or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Creditthereunder. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Fleet Indemnitees (to the extent the Issuing Bank Fleet Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s on a Pro Rata share of the Revolver Commitmentsbasis, from and against any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Fleet Indemnitees in any way related to or arising out of Issuing BankFleet’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.214.2 hereof), provided that no Participating Lender shall be liable to any of the Fleet Indemnitees for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Fleet Indemnitees.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to Agent or any Indemnitees Lender under any of the other Loan DocumentsDocuments and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Indemnified Claims which any Indemnitee of the Agent Indemnitees or any of the Lender Indemnitees may suffer, (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or any LC Support or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Creditthereunder. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Fleet Indemnitees (to the extent the Issuing Bank Fleet Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s on a Pro Rata share of the Revolver Commitmentsbasis, from and against any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Fleet Indemnitees in any way related to or arising out of Issuing Bank’s Fleet's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.214.2 hereof), provided that no Participating Lender shall be liable to any of the Fleet Indemnitees for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Fleet Indemnitees.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the other Loan DocumentsDocuments and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Indemnified Claims which any Indemnitee may suffer, (other than solely as the result of its own gross negligence or willful misconduct or its breach of any of the Loan Documents) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit; provided that no Borrower shall be liable to any Indemnitee for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Indemnitee. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolver Commitments, from and against any and all Indemnified Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.215.2 hereof), provided that no Participating Lender shall be liable to any of the Issuing Bank Indemnitees for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Issuing Bank Indemnitees.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers Borrower may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of CreditCredit in accordance with its terms, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit, other than in each case with respect to the gross negligence or willful misconduct of such Indemnitees. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers Borrower or any other Obligor, but without limiting the indemnification obligations of Borrowers Borrower under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s 's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers Borrower are obligated to pay under Section 15.214.2). (f) By deleting Section 4.3.1 of the Loan Agreement in its entirety and by substituting the following new Section 4.3.1. in lieu thereof:

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Administrative Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. The foregoing indemnity obligations of Borrowers are subject to the provisions of SECTION 15.3 hereof. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s 's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section SECTION 15.2).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Credit Documents, or any other amount payable as provided herein each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank Issuer following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank Issuer with reference to any Letter of Credit. (ii) Each Participating Lender agrees to indemnify and defend each of Regions and its Affiliates and all of Regions' and each of its Affiliates present and future officers, directors, agents, employees and attorneys (the Issuing Bank Indemnitees "Regions Indemnitees") (to the extent the Issuing Bank Regions Indemnitees are not reimbursed by Borrowers or any other ObligorCredit Party, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s 's Pro Rata share of the Revolver Revolving Commitments, from and against any and all Claims claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Regions Indemnitees in any way related to or arising out of Issuing Bank’s Issuer's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.22.7).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers may have to any Indemnitees under any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Administrative Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. The foregoing indemnity obligations of Borrowers are subject to the provisions of Section 15.3 hereof. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to or arising out of Issuing Bank’s administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2).

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers Borrower may have to Agent or any Indemnitees Lender under any of the other Loan DocumentsDocuments and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Claims which any Indemnitee of the Agent Indemnitees or any of the Lender Indemnitees may suffer, (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or any LC Support or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Creditthereunder. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Fleet Indemnitees (to the extent the Issuing Bank Fleet Indemnitees are not reimbursed by Borrowers Borrower or any other Obligor, but without limiting the indemnification obligations of Borrowers Borrower under this Agreement), to the extent of such Lender’s on a Pro Rata share of the Revolver Commitmentsbasis, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Fleet Indemnitees in any way related to or arising out of Issuing Bank’s Fleet's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are Borrower is obligated to pay under Section 15.2SECTION 14.2 hereof), provided that no Participating Lender shall be liable to any of the Fleet Indemnitees for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such Fleet Indemnitees.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers that Borrower may have to Agent or any Indemnitees Lender under any of the Loan Documentsother DIP Financing Documents and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Claims which any Indemnitee of the Agent Indemnitees or any of the Lender Indemnitees may suffer, (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or any LC Support or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Creditthereunder. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Fleet Indemnitees (to the extent the Issuing Bank Fleet Indemnitees are not reimbursed by Borrowers Borrower or any other Obligor, but without limiting the indemnification obligations of Borrowers Borrower under this Agreement), to the extent of such Lender’s on a Pro Rata share of the Revolver Commitmentsbasis, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Fleet Indemnitees in any way related to or arising out of Issuing Bank’s Fleet's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are that Borrower is obligated to pay under Section 15.214.2 hereof), provided that no Participating Lender shall be liable to any of the Fleet Indemnitees for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of any Fleet Indemnitees.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers Borrower may have to Agent or any Indemnitees Lender under any of the other Loan DocumentsDocuments and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Claims which any Indemnitee of the Agent Indemnitees or any of the Lender Indemnitees may suffer, (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or any LC Support or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Creditthereunder. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank CIT Indemnitees (to the extent the Issuing Bank CIT Indemnitees are not reimbursed by Borrowers Borrower or any other Obligor, but without limiting the indemnification obligations of Borrowers Borrower under this Agreement), to the extent of such Lender’s on a Pro Rata share of the Revolver Commitmentsbasis, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank CIT Indemnitees in any way related to or arising out of Issuing Bank’s CIT's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are Borrower is obligated to pay under Section 15.2SECTION 14.2 hereof), provided that no Participating Lender shall be liable to any of the CIT Indemnitees for any of the foregoing to the extent that they result solely from the willful misconduct or gross negligence of such CIT Indemnitees.

Indemnifications. 12.1 The Transferor hereby agree to defend, indemnify and hold Transferee harmless from and against, and to reimburse Transferee with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (iincluding reasonable legal fees and reasonable expenses of investigation) In addition (the “Indemnifiable Amounts”), of every nature whatsoever incurred by Transferee (which will be deemed to and without limiting any other indemnity which Borrowers may have to any Indemnitees under include any of the Loan Documents, each Borrower hereby agrees to indemnify and defend each of the Indemnitees and to hold each of the Indemnitees harmless from and against any and all Claims which any Indemnitee may suffer, incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Credit. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Indemnitees (to the extent the Issuing Bank Indemnitees are not reimbursed by Borrowers or any other Obligor, but without limiting the indemnification obligations of Borrowers under this Agreement), to the extent of such Lender’s Pro Rata share of the Revolver Commitments, from and against any and all Claims which may be imposed on, foregoing incurred by or asserted against any of the Issuing Bank Indemnitees in any way related to Company) caused by or arising out of Issuing Bank’s administration or enforcement in connection with (i) any inaccuracy in or breach, by the Company or the Transferor, of rights any representation or remedies under any warranty of the LC Documents Company or the Transferor contained in this Agreement; (ii) the failure, partial or total, of the Company or any of the transactions contemplated thereby Transferor to perform any agreement or covenant required by this Agreement; (including iii)the failure to deliver, or procure the delivery of any document, obligation, or activity which shall be delivered at the Completion as set forth in Clause 5.1(a), and (iv) any federal or state Tax liability, or asserted liability, of the Company attributable to periods (or any portion thereof) beginning on the date the Transferor became the shareholder of the Company and ending on or prior to the Completion provided that such liabilities were not accrued for on the balance sheet. 12.2 The Transferee hereby agree to defend, indemnify and hold Transferor harmless from and against, and to reimburse Transferor with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable legal fees and reasonable expenses of investigation) (the “Indemnifiable Amounts”), of every nature whatsoever incurred by Transferor (which Borrowers are obligated will be deemed to pay under Section 15.2include any of the foregoing incurred by the Company) caused by or arising out of or in connection with (i) the failure to deliver, or procure the delivery of any document, obligation, or activity which shall be delivered at the Completion as set forth in Clause 5.1(b), and (ii) any inaccuracy in or breach of any representation or warranty of the Transferee contained in this Agreement. 12.3 The Transferor or the Transferee, as the case may be, shall without undue delay reach an agreement with the Transferee or the Transferor regarding the Indemnifiable Amounts and the specific plan of indemnification (“Indemnification Plan”) within 10 Business Days upon receiving such written notification. The Indemnifiable Amounts shall be paid in accordance with the Indemnification Plan within 30 Business Days.

Indemnifications. (i) In addition to and without limiting any other indemnity which Borrowers Borrower may have to Agent or any Indemnitees Lender under any of the other Loan DocumentsDocuments and without limiting such other indemnification provisions, each Borrower hereby agrees to indemnify and defend each of the Agent Indemnitees and Lender Indemnitees and to hold each of the Agent Indemnitees and Lender Indemnitees harmless from and against any and all Claims which any Indemnitee of the Agent Indemnitees or any of the Lender Indemnitees may suffer, (other than as the actual result of their own gross negligence or willful misconduct) incur or be subject to as a consequence, directly or indirectly, of (a) the issuance of, payment or failure to pay or any performance or failure to perform under any Letter of Credit, Credit or LC Support or (b) any suit, investigation or proceeding as to which Agent or any Lender is or may become a party to as a consequence, directly or indirectly, of the issuance of any Letter of Credit or any LC Support or the payment or failure to pay thereunder or (c) Issuing Bank following any instructions of a Borrower with respect to any Letter of Credit or any Document received by Issuing Bank with reference to any Letter of Creditthereunder. (ii) Each Participating Lender agrees to indemnify and defend each of the Issuing Bank Fleet Indemnitees (to the extent the Issuing Bank Fleet Indemnitees are not reimbursed by Borrowers Borrower or any other Obligor, but without limiting the indemnification obligations of Borrowers Borrower under this Agreement), to the extent of such Lender’s on a Pro Rata share of the Revolver Commitmentsbasis, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Issuing Bank Fleet Indemnitees in any way related to or arising out of Issuing Bank’s Fleet's administration or enforcement of rights or remedies under any of the LC Documents or any of the transactions contemplated thereby (including costs and expenses which Borrowers are Borrower is obligated to pay under Section 15.214.2 hereof), provided that no Participating Lender shall be liable to any of the Fleet Indemnitees for any of the foregoing to the extent that they actually result from the willful misconduct or gross negligence of such Fleet Indemnitees.