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 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 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 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 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 any or all 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 Claims which any Indemnitee of the Agent Indemnitees or any of the Lender Indemnitees may suffer, (except to the extent it results from 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 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 15.215.2 hereof), INCLUDING ALL CLAIMS ARISING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE FLEET INDEMNITEES 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 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 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. (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.

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 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 are Borrower is obligated to pay under Section 15.214.2).

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 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 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 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 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 Without limiting any other indemnity which Borrowers may have to any Indemnitees under any the provisions of the Loan Documentssubsection (a) or (b) above, each Borrower hereby agrees shall, and does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to indemnify amounts payable under this Section) withheld or deducted by the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and defend each any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount 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, such payment or failure liability delivered to pay or any performance or failure to perform under any Letter of Credit, (b) any suit, investigation or proceeding as to which the Borrower Agent or any by a 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 L/C Issuer (with a copy to the Administrative Agent), or failure to pay thereunder by the Administrative Agent on its own behalf or (c) Issuing Bank following any instructions on behalf of a Borrower with respect to any Letter of Credit Lender or any Document received by Issuing Bank with reference to any Letter of Creditthe L/C Issuer, shall be conclusive absent manifest error. (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 Without limiting the indemnification obligations provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Borrowers under this Agreement)and the Administrative Agent, to the extent of such Lender’s Pro Rata share of the Revolver Commitmentsand shall make payment in respect thereof within 10 days after demand therefor, from and against any and all Claims which may be imposed onTaxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrowers or the Administrative Agent) incurred by or asserted against the Borrowers or the Administrative Agent by any Governmental Authority as a result of the Issuing Bank Indemnitees failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower Agent or the Administrative Agent pursuant to subsection (e). Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any way related to or arising out of Issuing Bank’s administration or enforcement assignment of rights by, or remedies under any the replacement of, a Lender or the L/C Issuer, the termination of the LC Documents Aggregate Commitments and the repayment, satisfaction or any discharge of the transactions contemplated thereby (including costs and expenses which Borrowers are obligated to pay under Section 15.2)all other Obligations.

Indemnifications. (i) In addition to and without limiting any other indemnity which any or all 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 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 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 any or all 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 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 Guaranty 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 Guaranty 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 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.