Common use of Indemnification Costs and Expenses Clause in Contracts

Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC and their respective Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to (a) the breach of any of the representations, warranties or covenants of Regency contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (whether or not such Purchaser Related Party is a primary defendant) (i) with respect to any breach of fiduciary duty (whether arising at law, in equity or by contract) or (ii) any violation of law or regulation by any Regency Related Party, in the case of (i) or (ii) in connection with the entry into this Agreement and the performance of the transactions contemplated hereby; provided, however, that no Purchaser Related Party shall be entitled to recover special, consequential or punitive damages with respect to claims pursuant to clause (a) of this Section 5.01. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnification.

Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency (a) Borrower agrees to indemnify the Purchaserand hold harmless Lender and each manager, Energy Transfer Equitypartner, L.P.director, LE GPofficer, LLC employee, agent, attorney and their respective Representatives affiliate thereof (collectivelyeach such person, an “Purchaser Related PartiesIndemnified Person”) from, from and hold each of them harmless against, against any and all lossesIndemnified Liabilities; provided, actions(i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnified Person, suitsin each case, proceedings as determined by a final, non-appealable judgment of a court of competent jurisdiction, (including ii) no Credit Party shall have any investigationsobligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from a material breach of any obligation of such Indemnified Person hereunder, litigation (iii) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from any claim by one Indemnified Person against another Indemnified Person that does not relate to any act or inquiriesomission of any Credit Party, and (iv) no Credit Party shall be liable for any settlement of any claim or proceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably withheld or delayed), demandsbut if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement. (b) To the extent permitted by Requirement of Law, no Credit Party shall assert, and causes each Credit Party hereby waives, any claim against Lender and its Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of actionliability, andfor special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection therewithwith, and promptly upon demandarising out of, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to (a) herein or therein, the breach of transactions contemplated hereby or thereby, any Term Loan or the use of the representationsproceeds thereof or any act or omission or event occurring in connection therewith, warranties or covenants of Regency contained hereinand each Credit Party hereby waives, provided releases and agrees not to xxx upon any such claim for indemnification relating to a breach of or any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (damages, whether or not such Purchaser Related accrued and whether or not known or suspected to exist in its favor. (c) Any action taken by any Credit Party is a primary defendant) (i) under or with respect to any breach Loan Document, even if required under any Loan Document or at the request of fiduciary duty (whether arising Lender, shall be at law, in equity or by contract) or (ii) any violation the expense of law or regulation by any Regency Related such Credit Party, in the case and no Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, Borrower agrees to pay or reimburse upon demand (i) Lender for all reasonable out-of-pocket costs and expenses incurred by it or (ii) any of its directors, employees, attorneys, agents or sub-agents, in connection with the entry into this Agreement investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and the performance administration of any transaction contemplated therein, (ii) Lender for all reasonable costs and expenses incurred by it or any of its directors, employees, attorneys, agents or sub-agents in connection with internal audit reviews and Collateral audits and (iii) Lender and its directors, employees, attorneys, agents and sub-agents, for all costs and expenses incurred in connection with (A) any refinancing or restructuring of the transactions contemplated hereby; providedcredit arrangements provided hereunder in the nature of a “work-out”, however(B) the enforcement or preservation of any right or remedy under any Loan Document, that no Purchaser Related Party shall be entitled to recover specialany Obligation, consequential or punitive damages with respect to claims pursuant the Collateral or any other related right or remedy or (C) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to clause any Credit Party, any Subsidiary of any Credit Party, Loan Document or Obligation (a) of this Section 5.01. Notwithstanding anything or the response to the contraryand preparation for any subpoena or request for document production relating thereto), consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationincluding Lender Expenses.

Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency agrees (a) Borrowers agree to indemnify and hold harmless Administrative Agent and each Lender and each respective manager, partner, director, officer, employee, agent, attorney and affiliate thereof (each such person, an “Indemnified Person”) from and against any and all Indemnified Liabilities; provided, (i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the Purchaserextent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnified Person, Energy Transfer Equityin each case, L.P.as determined by a final, LE GPnon-appealable judgment of a court of competent jurisdiction, LLC and (ii) no Credit Party shall be liable for any settlement of any claim or proceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement. (b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, the Administrative Agent and their respective Representatives Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (collectivelyas opposed to direct or actual damages) (whether or not the claim therefor is based on contract, “Purchaser Related Parties”tort or duty imposed by any applicable legal requirement) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, andarising out of, in connection therewithwith, and promptly upon demandarising out of, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to (a) herein or therein, the breach of transactions contemplated hereby or thereby, any Term Loan or the use of the representationsproceeds thereof or any act or omission or event occurring in connection therewith, warranties or covenants of Regency contained hereinand each Credit Party hereby waives, provided releases and agrees not to xxx upon any such claim for indemnification relating to a breach of or any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (damages, whether or not such Purchaser Related accrued and whether or not known or suspected to exist in its favor. (c) Any action taken by any Credit Party is a primary defendant) (i) under or with respect to any breach Loan Document, even if required under any Loan Document or at the request of fiduciary duty the Administrative Agent or the Required Lenders, shall be at the expense of such Credit Party, and neither the Administrative Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrowers agree to pay or reimburse upon demand (whether arising at lawi) the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred by it or any of its directors, employees, attorneys, agents or sub-agents, in equity connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or by contract) administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, in each case including Agent Expenses to the Administrative Agent, (ii) the Administrative Agent for all reasonable costs and expenses incurred by it or any violation of its directors, employees, attorneys, agents or sub-agents in connection with internal audit reviews and Collateral, (iii) the Administrative Agent and its directors, employees, attorneys, agents and sub-agents, for all costs and expenses incurred in connection with (A) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (B) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (C) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document or Obligation (or the response to and preparation for any subpoena or request for document production relating thereto), including Agent Expenses and (iv) fees and disbursements of one law or regulation by firm, one financial advisor and one law firm in each relevant jurisdiction, in each case, on behalf of all Lenders (other than the Administrative Agent) incurred in connection with any Regency Related Partyof the matters referred to in clause (iii) above, and, in the case of (i) or (ii) an alleged conflict of interest, one additional law firm, one additional financial advisor and one additional law firm in connection with the entry into this Agreement and the performance of the transactions contemplated hereby; provided, however, that no Purchaser Related Party shall be entitled each relevant jurisdiction to recover special, consequential or punitive damages with respect to claims pursuant to clause (a) of this Section 5.01. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationall affected Lenders taken as a whole.

Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency (a) Borrower agrees to indemnify the Purchaserand hold harmless Lender and each manager, Energy Transfer Equitypartner, L.P.director, LE GPofficer, LLC employee, agent, attorney and their respective Representatives affiliate thereof (collectivelyeach such person, an “Purchaser Related PartiesIndemnified Person”) from, from and hold each of them harmless against, against any and all lossesIndemnified Liabilities; provided, actionsthat (i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise from the gross negligence, suitsbad faith or willful misconduct of that Indemnified Person, proceedings in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (including y) to the extent such Indemnified Liabilities resulted solely from disputes between or among Indemnified Persons, and (ii) no Credit Party shall be liable for any investigations, litigation settlement of any claim or inquiriesproceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably withheld or delayed), demandsbut if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement. (b) To the extent permitted by Requirements of Law, no Credit Party shall assert, and causes each Credit Party hereby waives, any claim against Lender and its Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of actionliability, andfor special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection therewithwith, and promptly upon demandarising out of, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to (a) herein or therein, the breach of transactions contemplated hereby or thereby, any Term Loan or the use of the representationsproceeds thereof or any act or omission or event occurring in connection therewith, warranties or covenants of Regency contained hereinand each Credit Party hereby waives, provided releases and agrees not to xxx upon any such claim for indemnification relating to a breach of or any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (damages, whether or not such Purchaser Related accrued and whether or not known or suspected to exist in its favor. (c) Any action taken by any Credit Party is a primary defendant) (i) under or with respect to any breach Loan Document, even if required under any Loan Document or at the request of fiduciary duty (whether arising Lender, shall be at law, in equity or by contract) or (ii) any violation the expense of law or regulation by any Regency Related such Credit Party, in the case and no Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, Borrower agrees to pay or reimburse upon demand (i) Lender for all reasonable and documented out-of-pocket costs and expenses incurred by it or (ii) any of its directors, employees, attorneys, agents or sub-agents, in connection with the entry into this Agreement investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and the performance administration of any transaction contemplated therein, (ii) Lender for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its directors, employees, attorneys, agents or sub-agents in connection with internal audit reviews and Collateral, and (iii) Lender and its directors, employees, attorneys, agents and sub-agents, for all costs and expenses incurred in connection with (A) any refinancing or restructuring of the transactions contemplated hereby; providedcredit arrangements provided hereunder in the nature of a “work-out”, however(B) the enforcement or preservation of any right or remedy under any Loan Document, that no Purchaser Related Party shall be entitled to recover specialany Obligation, consequential or punitive damages with respect to claims pursuant the Collateral or any other related right or remedy, or (C) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to clause any Credit Party, any Subsidiary of any Credit Party, Loan Document or Obligation (a) of this Section 5.01. Notwithstanding anything or the response to the contraryand preparation for any subpoena or request for document production relating thereto), consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationincluding Lender Expenses.

Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency (a) Borrower agrees to indemnify the Purchaserand hold harmless Lender and each manager, Energy Transfer Equitypartner, L.P.director, LE GPofficer, LLC employee, agent, attorney and their respective Representatives affiliate thereof (collectivelyeach such person, an “Purchaser Related PartiesIndemnified Person”) from, from and hold each of them harmless against, against any and all lossesIndemnified Liabilities; provided, actionsthat (i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise from the gross negligence, suitsbad faith or willful misconduct of that Indemnified Person, proceedings in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (including y) to the extent such Indemnified Liabilities resulted solely from disputes between or among Indemnified Persons, and (ii) no Credit Party shall be liable for any investigations, litigation settlement of any claim or inquiriesproceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably withheld or delayed), demandsbut if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement. (b) To the extent permitted by Requirements of Law, no Credit Party shall assert, and causes each Credit Party hereby waives, any claim against Lender and its Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of actionliability, andfor special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection therewithwith, and promptly upon demandarising out of, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to (a) herein or therein, the breach of any transactions contemplated hereby or thereby, the Term Loan or the use of the representationsproceeds thereof or any act or omission or event occurring in connection therewith, warranties or covenants of Regency contained hereinand each Credit Party hereby waives, provided releases and agrees not to xxx upon any such claim for indemnification relating to a breach of or any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (damages, whether or not such Purchaser Related accrued and whether or not known or suspected to exist in its favor. (c) Any action taken by any Credit Party is a primary defendant) (i) under or with respect to any breach Loan Document, even if required under any Loan Document or at the request of fiduciary duty (whether arising Lender, shall be at law, in equity or by contract) or (ii) any violation the expense of law or regulation by any Regency Related such Credit Party, in the case and no Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, Borrower agrees to pay or reimburse upon demand (i) Lender for all reasonable and documented out-of-pocket costs and expenses incurred by it or (ii) any of its directors, employees, attorneys, agents or sub-agents, in connection with the entry into this Agreement investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and the performance administration of any transaction contemplated therein, (ii) Lender for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its directors, employees, attorneys, agents or sub-agents in connection with internal audit reviews and Collateral, in accordance with Section 6.8 and (iii) Lender and its directors, employees, attorneys, agents and sub-agents, for all costs and expenses incurred in connection with (A) any refinancing or restructuring of the transactions contemplated hereby; providedcredit arrangements provided hereunder in the nature of a “work-out”, however(B) the enforcement or preservation of any right or remedy under any Loan Document, that no Purchaser Related Party shall be entitled to recover specialany Obligation, consequential or punitive damages with respect to claims pursuant the Collateral or any other related right or remedy, or (C) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to clause any Credit Party, any Subsidiary of any Credit Party, Loan Document or Obligation (a) of this Section 5.01. Notwithstanding anything or the response to the contraryand preparation for any subpoena or request for document production relating thereto), consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationincluding Lender Expenses.

Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency (a) Borrower agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC and hold harmless each of Lender and its Affiliates (and its or their successors and assigns) and each of its and their respective Representatives managers, members, equityholders, partners, controlling Persons, directors, officers, employees, agents or sub-agents, advisors and affiliates (collectivelyeach such Person, an “Purchaser Related PartiesIndemnified Person”) from, from and hold each of them harmless against, against any and all lossesIndemnified Liabilities; provided that (i) Borrower shall not have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the bad faith, actionsgross negligence or willful misconduct of such Indemnified Person (or its Affiliates or controlling Persons or its or their respective directors, suitsofficers, proceedings (including any investigationsmanagers, litigation partners, members, equityholders, agents, sub-agents or inquiriesadvisors), demandsin each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (ii) Borrower shall not have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from a material breach of any obligation of Lender hereunder, and causes (iii) Borrower shall not have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from any claim by one Indemnified Person against another Indemnified Person that does not relate to any act or omission of actionany Credit Party or any of its Subsidiaries, andand (iv) Borrower shall not be liable for any settlement of any claim or proceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably conditioned, withheld or delayed), but if settled with such consent or if there shall be a final judgment against an Indemnified Person, Borrower shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement. (b) To the extent permitted by Requirements of Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lender and its Affiliates (and its or their successors and assigns), and each manager, member, equityholder, partner, controlling Person, director, officer, employee, agent or sub-agent, advisor and affiliate thereof, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection therewithwith, and promptly upon demandarising out of, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to, this Agreement or any Loan Document or any Contract contemplated hereby or thereby or referred to (a) herein or therein, the breach of transactions contemplated hereby or thereby, any Term Loan or the use of the representationsproceeds thereof or any act or omission or event occurring in connection therewith, warranties or covenants of Regency contained hereinand each Credit Party hereby waives, provided releases and agrees not to xxx upon any such claim for indemnification relating to a breach of or any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (damages, whether or not such Purchaser Related accrued and whether or not known or suspected to exist in its favor. (c) Any action taken by any Credit Party is a primary defendant) (i) or any of its Subsidiaries under or with respect to any breach Loan Document, even if required under any Loan Document or at the request of fiduciary duty (whether arising Lender, shall be at lawthe expense of such Credit Party or Subsidiary, in equity and no Secured Party shall be required under any Loan Document to reimburse any Credit Party or by contract) any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, Borrower agrees to pay or (ii) any violation of law or regulation by any Regency Related Party, in the case of reimburse upon demand (i) Lender (and its successors and assigns) for all reasonable out-of-pocket costs and expenses incurred by it or (ii) any of its Affiliates or any of its or their respective directors, officers, employees, agents and sub-agents, in connection with the entry into this Agreement investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and the performance administration of any transaction contemplated therein, (ii) Lender (and its successors and assigns) for all reasonable costs and expenses incurred by it or any of its Affiliates or any of its or their respective directors, officers, employees, agents and sub-agents in connection with internal audit reviews and Collateral audits and (iii) Lender (and its successors and assigns) and any of its Affiliates or any of its or their respective directors, officers, employees, agents and sub-agents for all costs and expenses incurred in connection with (A) any refinancing or restructuring of the transactions contemplated hereby; providedcredit arrangements provided hereunder in the nature of a “work-out,” (B) the enforcement or preservation of any right or remedy under any Loan Document, howeverany Obligation, that no Purchaser Related Party shall be entitled to recover special, consequential or punitive damages with respect to claims pursuant the Collateral or any other related right or remedy or (C) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to clause any Credit Party, any Subsidiary of any Credit Party, Loan Document or Obligation (a) of this Section 5.01. Notwithstanding anything or the response to the contraryand preparation for any subpoena or request for document production relating thereto), consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationincluding Lender Expenses.

Indemnification Costs and Expenses. Section 5.01 Indemnification To the fullest extent permitted by Regency. Regency agrees to law, the Borrower shall indemnify the Purchaserdefend, Energy Transfer Equityand hold harmless EBCE and its officials, L.P.officers, LE GPemployees, LLC agents, and their respective Representatives contractors (collectively, the “Purchaser Related PartiesIndemnitees”) from, against and hold each of them the Indemnitees harmless against, from any and all lossesclaims, actions, suits, proceedings (including any investigationsproceedings, litigation or inquiries)damages, demandsliabilities, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, lossesreasonable expenses (collectively, liabilities, damages, or expenses of any kind or nature whatsoever“Claims”), including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result ofattorneys’ fees, arising out of, connected with or in resulting from any way related acts or omission to act by the Borrower (a) or the breach of any of the representationsBorrower’s officers, warranties employees, agents or covenants of Regency contained herein, provided such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (whether or not such Purchaser Related Party is a primary defendant) (i) with respect to any breach of fiduciary duty (whether arising at law, in equity or by contract) or (ii) any violation of law or regulation by any Regency Related Party, in the case of (i) or (iicontractors) in connection with or related to the entry into Loan, this Agreement and or the performance of the transactions contemplated herebyProject; provided, however, that no Purchaser Related Party the Borrower shall not be entitled required to recover indemnify the Indemnitees for any Claims that are caused by the sole gross negligence, bad faith or willful misconduct of the Indemnitees. Xxxxxxxx’s duty to indemnify, defend, and hold harmless EBCE and the Indemnitees shall extend to Claims, including attorneys’ fees, arising out of, connected with or resulting from any acts or omission to act by the Borrower (or the Borrower’s officers, employees, agents or contractors) in connection with or related to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code. Borrower shall not assert, and hereby waives, any claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, the Loan or the use of the proceeds thereof, or the Project. The Borrower shall promptly pay the reasonable out-of-pocket expenses and disbursements of EBCE, including reasonable attorney fees, and related expenses and disbursements, in connection with: (A) obtaining by the Borrower of any waiver or consent under this Agreement, the Loan or any Event of Default hereunder, (B) the preparation, execution, delivery, administration, defense and enforcement or preservation of rights in connection with a workout, restructuring or waiver with respect to claims pursuant to clause the Loan, and (aC) the occurrence of an Event of Default and collection and other enforcement proceedings resulting therefrom. The Borrower shall pay all amounts due under this Section 5.08 within twenty (20) days after written demand. The provisions of this Section 5.01. Notwithstanding anything to 5.08 shall survive the contrary, consequential damages shall not be deemed to include diminution in value repayment of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationLoan and the termination of this Agreement.

Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency (a) Borrower agrees to indemnify the Purchaserand hold harmless Lender and each manager, Energy Transfer Equitypartner, L.P.director, LE GPofficer, LLC employee, agent, attorney and their respective Representatives affiliate thereof (collectivelyeach such person, an “Purchaser Related PartiesIndemnified Person”) from, from and hold each of them harmless against, against any and all lossesIndemnified Liabilities; provided, actionsthat (i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise from the gross negligence, suitsbad faith or willful misconduct of that Indemnified Person, proceedings in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (including y) to the extent such Indemnified Liabilities resulted solely from disputes between or among Indemnified Persons, and (ii) no Credit Party shall be liable for any investigations, litigation settlement of any claim or inquiriesproceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably withheld or delayed), demandsbut if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement. (b) To the extent permitted by Requirements of Law, no Credit Party shall assert, and causes each Credit Party hereby waives, any claim against Lender and its Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of actionliability, andfor special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection therewithwith, and promptly upon demandarising out of, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to (a) herein or therein, the breach of any transactions contemplated hereby or thereby, the Term Loan or the use of the representationsproceeds thereof or any act or omission or event occurring in connection therewith, warranties or covenants of Regency contained hereinand each Credit Party hereby waives, provided releases and agrees not to xxx upon any such claim for indemnification relating to a breach of or any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (damages, whether or not such Purchaser Related accrued and whether or not known or suspected to exist in its favor. (c) Any action taken by any Credit Party is a primary defendant) (i) under or with respect to any breach Loan Document, even if required under any Loan Document or at the request of fiduciary duty (whether arising Lender, shall be at law, in equity or by contract) or (ii) any violation the expense of law or regulation by any Regency Related such Credit Party, in the case and no Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, Borrower agrees to pay or reimburse upon demand (i) Lender for all reasonable and documented out-of-pocket costs and expenses incurred by it or (ii) any of its directors, employees, attorneys, agents or sub-agents, in connection with the entry into this Agreement investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and the performance administration of any transaction contemplated therein, (ii) Lender for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its directors, employees, attorneys, agents or sub-agents in connection with internal audit reviews and Collateral, and (iii) Lender and its directors, employees, attorneys, agents and sub-agents, for all costs and expenses incurred in connection with (A) any refinancing or restructuring of the transactions contemplated hereby; providedcredit arrangements provided hereunder in the nature of a “work-out”, however(B) the enforcement or preservation of any right or remedy under any Loan Document, that no Purchaser Related Party shall be entitled to recover specialany Obligation, consequential or punitive damages with respect to claims pursuant the Collateral or any other related right or remedy, or (C) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to clause any Credit Party, any Subsidiary of any Credit Party, Loan Document or Obligation (a) of this Section 5.01. Notwithstanding anything or the response to the contraryand preparation for any subpoena or request for document production relating thereto), consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationincluding Lender Expenses.

Indemnification Costs and Expenses. Section 5.01 Indemnification by Regency. Regency (a) Borrower agrees to indemnify and hold harmless each of the PurchaserCollateral Agent and Lenders and each of their respective Related Parties (each such Person, Energy Transfer Equityan “Indemnified Person”) from and against any and all Indemnified Liabilities; provided, L.P.however, LE GPthat (i) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the bad faith, LLC gross negligence or willful misconduct of that Indemnified Person (or of its Related Parties), in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (ii) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from a material breach of any obligation of such Indemnified Person hereunder, and (iii) no Credit Party shall have any obligation to any Indemnified Person hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from any claim by one Indemnified Person against another Indemnified Person that does not relate to any act or omission of any Credit Party, and (iv) no Credit Party shall be liable for any settlement of any claim or proceeding effected by any Indemnified Person without the prior written consent of such Credit Party (which consent shall not be unreasonably withheld or delayed), but if settled with such consent or if there shall be a final judgment against an Indemnified Person, each of the Credit Parties shall, jointly and severally, indemnify and hold harmless such Indemnified Person from and against any loss or liability by reason of such settlement or judgment in the manner set forth in this Agreement. This Section 11.2(a) shall not apply with respect to Taxes, which shall be governed solely by Section 2.6. (b) To the extent permitted by Requirements of Law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each of the Collateral Agent and Lenders (and their respective Representatives (collectively, “Purchaser successor and assigns) and each of their respective Related Parties”, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) from(whether or not the claim therefor is based on contract, and hold each of them harmless against, tort or duty imposed by any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, andapplicable legal requirement) arising out of, in connection therewithwith, and promptly upon demandarising out of, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to (a) herein or therein, the breach of any transactions contemplated hereby or thereby, the Term Loan or the use of the representationsproceeds thereof or any act or omission or event occurring in connection therewith, warranties or covenants of Regency contained hereinand each Credit Party hereby waives, provided releases and agrees not to xxx upon any such claim for indemnification relating to a breach of or any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (damages, whether or not such Purchaser Related accrued and whether or not known or suspected to exist in its favor. (c) Any action taken by any Credit Party is a primary defendant) (i) under or with respect to any breach Loan Document, even if required under any Loan Document or at the request of fiduciary duty the Collateral Agent or any Lender, shall be at the expense of such Credit Party, and neither the Collateral Agent nor any Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, Borrower agrees to pay or reimburse upon demand each of the Collateral Agent and Lenders (whether arising at lawand their respective successors and assigns) and each of their respective Related Parties for (i) all reasonable out-of-pocket costs and expenses incurred by it in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in equity connection therewith or by contract) or the consummation and administration of any transaction contemplated therein, (ii) all reasonable costs and expenses incurred by it in connection with internal audit reviews and Collateral audits and (iii) all costs and expenses incurred by it in connection with (A) any violation refinancing or restructuring of law the credit arrangements provided hereunder in the nature of a “work-out”, (B) the enforcement or regulation by preservation of any Regency right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (C) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, Subsidiary of any Credit Party, Loan Document or Obligation (or the response to and preparation for any subpoena or request for document production relating thereto), including Lender Expenses; provided that, with respect to out-of-pocket legal fees and expenses incurred in connection with this clause (c), the Credit Parties shall only be required to reimburse the reasonable and documented legal fees and expenses of a single legal counsel (plus, if required, one local legal counsel in any relevant, material jurisdiction) for the Collateral Agent, Lenders and their respective Related PartyParties (and , in the case of (i) an actual or (ii) perceived conflict of interest where the party affected by such conflict informs Borrower in connection with the entry into this Agreement writing of such conflict and the performance thereafter retains its own legal counsel, of the transactions contemplated hereby; providedone additional legal counsel for all such similarly situated affected parties and, howeverif required, that no Purchaser Related Party shall be entitled to recover specialone local legal counsel in any relevant, consequential or punitive damages with respect to claims pursuant to clause (a) of this Section 5.01. Notwithstanding anything to the contrary, consequential damages shall not be deemed to include diminution in value of the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationmaterial jurisdiction).

Indemnification Costs and Expenses. Section 5.01 6.01 Indemnification by RegencyK-Sea. Regency From and after the First Transaction Closing, K-Sea agrees to indemnify the Purchaser, Energy Transfer Equity, L.P., LE GP, LLC Purchaser and their respective its Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all losses, actions, suits, proceedings (including any investigations, litigation or inquiries), demands, demands and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, damages or expenses of any kind or nature whatsoever, whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them them), whether or not involving a Third Party Claim, as a result of, arising out of, or in any way related to (ai) the failure of any of the representations or warranties made by K-Sea contained herein to be true and correct in all material respects as of the date hereof, as of the First Transaction Closing Date and, if there is a Second Transaction Closing, as of the Second Transaction Closing Date (except with respect to any provisions including the word “material” or words of similar import, with respect to which such representations and warranties must have been true and correct) or (ii) the breach of any of the representations, warranties or covenants of Regency K-Sea contained herein; provided, provided that in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of such representation or warranty and (b) claims made by any third party or governmental agency in any proceeding as to which any Purchaser Related Party is a party or defendant thereto (whether or not such Purchaser Related Party is a primary defendant) (i) with respect to any breach of fiduciary duty (whether arising at law, in equity or by contract) or (ii) any violation of law or regulation by any Regency Related Party, in the case of (i) or (ii) in connection with the entry into this Agreement and the performance of the transactions contemplated herebywarranty; provided, however, that no for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall be entitled have given notice (stating in reasonable detail the basis of the claim for indemnification) to recover specialK-Sea shall constitute the date upon which such claim has been made; provided, consequential or punitive damages with respect to claims pursuant to clause (a) further, that the liability of this Section 5.01. Notwithstanding anything to the contrary, consequential damages K-Sea shall not be deemed to include diminution greater in value of amount than the Purchased Units, which is specifically included in damages covered by Purchaser Related Parties’ indemnificationPurchase Price.