Common use of Reimbursement and Indemnification by Lenders Clause in Contracts

Reimbursement and Indemnification by Lenders. (i) Each Lender severally agrees to indemnify upon demand the Administrative Agent, each L/C Issuer and each Related Party (each such Person being called an “Agent/Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of the Borrower to do so), pro rata, according to each such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and hold harmless each Agent/Issuer-Related Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs), incurred by or against the Administrative Agent or an L/C Issuer acting in its capacity as such, or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent or an L/C Issuer in connection with such capacity, arising out of or relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, the relationship of the Borrower, the Administrative Agent, the L/C Issuers, and the Lenders under this Agreement, or the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”); provided however that no Lender shall be liable for the payment to an Agent/Issuer-Related Indemnitee of any portion of such Indemnified Liabilities resulting from any such Person’s gross negligence, willful misconduct or knowingly unlawful conduct; and provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Without limitation of the foregoing, to the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection (a) of this Section 10.05 to be paid by it to an Agent/Issuer-Related Indemnitee, each Lender severally agrees to pay to such Agent/Issuer-Related Indemnitee such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or L/C Issuer in connection with such capacity. (iii) The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.12(f).

Reimbursement and Indemnification by Lenders. (i) Each Lender severally agrees to indemnify upon demand the Administrative Agent, each L/C Issuer and each Related Party (each such Person being called an “Agent/Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf of the Borrower Borrowers and without limiting the obligations of the Borrower Borrowers to do so), pro rata, according to each such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and hold harmless each Agent/Issuer-Related Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs), incurred by or against the Administrative Agent or an L/C Issuer acting in its capacity as such, or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent or an L/C Issuer in connection with such capacity, arising out of or relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, the relationship of the BorrowerBorrowers, the Administrative Agent, the L/C Issuers, and the Lenders under this Agreement, or the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the any Borrower, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”); provided however that no Lender shall be liable for the payment to an Agent/Issuer-Related Indemnitee of any portion of such Indemnified Liabilities resulting from any such Person’s gross negligence, breach in bad faith under any Loan Document, willful misconduct or knowingly unlawful conduct; and provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Without limitation of the foregoing, to the extent that the a Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection (a) of this Section 10.05 to be paid by it to an Agent/Issuer-Related IndemniteeIndemnitee (and without limiting their obligation to do so), each Lender severally agrees to pay to such Agent/Issuer-Related Indemnitee such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or L/C Issuer in connection with such capacity. (iii) The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.12(f).

Reimbursement and Indemnification by Lenders. (i) Each Lender severally agrees to indemnify upon demand the Administrative Agent, each L/C Issuer Agent and each Related Party (each such Person being called an “Agent/Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of the Borrower to do so), pro rata, according to each such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and hold harmless each Agent/Issuer-Related Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs), incurred by or against the Administrative Agent or an L/C Issuer acting in its capacity as such, or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent or an L/C Issuer in connection with such capacity, arising out of or relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, the relationship of the Borrower, the Administrative Agent, the L/C Issuers, Agent and the Lenders under this Agreement, or the administration of this Agreement (including determination of pricing) and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the BorrowerBorrower or any other Loan Party, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”); provided however that no Lender shall be liable for the payment to an Agent/Issuer-Related Indemnitee of any portion of such Indemnified Liabilities resulting from any such Person’s gross negligence, negligence or willful misconduct or knowingly unlawful conductmisconduct; and provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Without limitation of the foregoing, to the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection (a) of this Section 10.05 to be paid by it to an Agent/, Issuer-Related Indemnitee, each Lender severally agrees to pay to such Agent/, Issuer-Related Indemnitee such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or L/C Issuer in connection with such capacity. (iii) The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.12(f2.13(f).

Reimbursement and Indemnification by Lenders. (i) Each Lender The Lenders severally agrees agree to indemnify upon demand the Administrative Agent, each L/C Issuer Agent (and each any sub-agent thereof) and any Related Party (each such Person being called an “Agent/Issuer-Related Indemnitee”) thereof (to the extent not reimbursed by or on behalf of Holding or the Borrower and without limiting the obligations obligation of Holdings and the Borrower to do so), pro rata, according to each such Lender’s ) ratably in accordance with the Lenders’ respective Pro Rata Share Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought (or if such indemnity payment is sought after the date on which the Loans have been paid in full and the Commitments have terminated, in accordance with their respective Pro Rata Shares immediately prior to the date on which the Loans are paid in full and the Commitments are terminated)), and hold harmless each Agent/IssuerAgent (and each sub-agent thereof) and each Related Indemnitee Party thereof from and against against, any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs)Indemnified Liabilities that may at any time be imposed on, incurred by or asserted against the Administrative any Agent (or an L/C Issuer acting in its capacity as such, sub-agent thereof) or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent or an L/C Issuer in connection with such capacity, arising out of or relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, the relationship of the Borrower, the Administrative Agent, the L/C Issuers, and the Lenders under this Agreement, or the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”)thereof;; provided however that no Lender shall be liable for the payment to an Agent/Issuerany Agent (or any sub-agent thereof) or any Related Indemnitee Party thereof of any portion of such Indemnified Liabilities resulting from any such Person’s own gross negligence, negligence or willful misconduct or knowingly unlawful conductas determined by the final non-appealable judgment of a court of competent jurisdiction; and provided, further, provided further that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Section 10.04(c). Without limitation of the foregoing, to the extent that Lenders shall reimburse each Agent upon demand ratably in accordance with the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection (a) of this Section 10.05 to be paid by it to an Agent/Issuer-Related Indemnitee, each Lender severally agrees to pay to such Agent/Issuer-Related Indemnitee such Lender’s Lenders’ respective Pro Rata Share Shares (determined as of the time that the applicable unreimbursed expense reimbursement is sought (or indemnity payment if such reimbursement is sought) of such unpaid amountsought after the date on which the Loans have been paid in full and the Commitments have terminated, provided that in accordance with their respective Pro Rata Shares immediately prior to the unreimbursed expense date on which the Loans are paid in full and the Commitments are terminated)), for any costs or indemnified loss, claim, damage, liability or related expense, as the case may be, was out-of-pocket expenses incurred by or asserted against the Administrative each Agent or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or L/C Issuer in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that such capacity. (iii) Agent is not reimbursed for such expenses by or on behalf of Holdings or the Borrower; provided that such reimbursement by the Lenders shall not affect Holdings’ and the Borrower’s continuing reimbursement obligations with respect thereto. The obligations of the Lenders under this subsection (bc) are subject to the provisions of Section 2.12(f2.12(e). Each Lender hereby authorizes each Agent and Collateral Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Collateral Agent to such Lender from any source against any amount due to the Administrative Agent or the Collateral Agent under this Section 10.04(c). The undertaking in this Section 10.04(c) shall survive termination of the Commitments, the payment of all other Obligations and the resignation and/or replacement of the Administrative Agent or the Collateral Agent, as the case may be.

Reimbursement and Indemnification by Lenders. (i) Each Lender severally agrees to indemnify upon on demand the Administrative AgentAgent (and any sub-agent thereof), each the L/C Issuer Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Agent/Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf of the Borrower Borrowers and without limiting the any obligations of the Borrower Borrowers to do so), pro rata, according to each such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ), and hold harmless each Agent/Issuer-Related Indemnitee from and against against, any and all losses, claims, damages, liabilities and related expenses (including Attorney Coststhe fees, charges and disbursements of any counsel for any Agent/Issuer-Related Indemnitee), incurred by or against the Administrative Agent (and any sub-agent thereof) or an L/C Issuer acting in its capacity as such, or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent (and any sub-agent thereof) or an L/C Issuer in connection with such capacity, arising out of arising out of, in connection with, or relating to as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, the relationship of the Borrower, the Administrative Agent, the L/C Issuers, and the Lenders under this Agreement, or the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower MLP or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower MLP or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the BorrowerMLP, any Borrower or any other Loan Party, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”); provided however provided, that no Lender shall be liable the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the payment Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity; and provided further that such indemnity shall not be available to an Agent/Issuer-Related Indemnitee to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of any portion competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Liabilities resulting from any such Person’s gross negligence, willful misconduct or knowingly unlawful conductAgent/Issuer-Related Indemnitee; and provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Without limitation of the foregoing, to To the extent that the MLP or any Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection (a) or (b) of this Section 10.05 to be paid by it to an Agentthe Administrative Agent (or any sub-agent thereof), the L/Issuer-C Issuer or any Related IndemniteeParty of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such Agentsub-agent), the L/Issuer-C Issuer or such Related Indemnitee Party, as the case may be, such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or an any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. (iii) . The obligations of the Lenders under this subsection (bc) are subject to the provisions of Section 2.12(f2.12(e).

Reimbursement and Indemnification by Lenders. (i) Each Lender severally agrees to indemnify upon demand the Administrative Agent, each L/C Issuer and each Related Party (each such Person being called an “Agent/Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of the Borrower to do so), pro rata, according to each such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and hold harmless each Agent/Issuer-Related Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs), incurred by or against the Administrative Agent or an L/C Issuer acting in its capacity as such, or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent or an L/C Issuer in connection with such capacity, arising out of or relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, the relationship of the Borrower, the Administrative Agent, the L/C Issuers, and the Lenders under this Agreement, or the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”); provided however that no Lender shall be liable for the payment to an Agent/Issuer-Related Indemnitee of any portion of such Indemnified Liabilities resulting from any such Person’s gross negligence, willful misconduct or knowingly unlawful conduct; and provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Without limitation of the foregoing, to To the extent that the a Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection paragraph (a) or (b) of this Section 10.05 10.03 to be paid by it to an the Administrative Agents (or any sub-agent thereof), the Collateral Agent/Issuer-, the Issuing Bank or any Related Indemnitee, Party of any of the foregoing each Lender severally agrees to (i) pay to the Administrative Agents (or any such Agent/Issuersub-agent), the Collateral Agent (or any sub-agent thereof), the Issuing Bank or such Related Indemnitee Party, as the case may be, such Lender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, and (ii) indemnify the Administrative Agents (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) in respect of the matters set forth in Schedule 10.03 and Schedule 9.01; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agents (or any such sub-agent), the Collateral Agent (or an L/C Issuer any sub-agent thereof) or the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agents (or any such sub-agent), the Collateral Agent (or L/C Issuer any sub-agent thereof) or Issuing Bank in connection with such capacity. (iii) . The obligations of the Lenders under this subsection paragraph (bc) are subject to the provisions of Section 2.12(f)2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure, outstanding Term Loans and unused Commitments at the time.

Reimbursement and Indemnification by Lenders. (i) Each Lender severally agrees to indemnify upon demand the Administrative Agent, each L/C Issuer and each Related Party (each such Person being called an “Agent/Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf of the Borrower Borrowers and without limiting the obligations of the Borrower Borrowers to do so), pro rata, according to each such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and hold harmless each Agent/Issuer-Related Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs), incurred by or against the Administrative Agent or an L/C Issuer acting in its capacity as such, or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent or an L/C Issuer in connection with such capacity, arising out of or relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, the relationship of the BorrowerBorrowers, the Administrative Agent, the L/C Issuers, and the Lenders under this Agreement, or the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the any Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the any Borrower, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”); provided however that no Lender shall be liable for the payment to an Agent/Issuer-Related Indemnitee of any portion of such Indemnified Liabilities resulting from any such Person’s gross negligence, willful misconduct or knowingly unlawful conduct; and provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Without limitation of the foregoing, to the extent that the a Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection (a) of this Section 10.05 to be paid by it to an Agent/Issuer-Related Indemnitee, each Lender severally agrees to pay to such Agent/Issuer-Related Indemnitee such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or L/C Issuer in connection with such capacity. (iii) The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.12(f).

Reimbursement and Indemnification by Lenders. (i) Each Lender severally agrees to indemnify upon demand the Administrative Agent, each L/C Issuer Agent and each Related Party (each such Person being called an “Agent/Agent/ Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of the Borrower to do so), pro rata, according to each such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and hold harmless each Agent/Issuer-Related Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs), incurred by or against the Administrative Agent or an L/C Issuer acting in its capacity as such, or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent or an L/C Issuer in connection with such capacity, arising out of or relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, the relationship of the Borrower, the Administrative Agent, the L/C Issuers, Agent and the Lenders under this Agreement, or the administration of this Agreement (including determination of pricing) and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit)therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the BorrowerBorrower or any other Loan Party, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”); provided however that no Lender shall be liable for the payment to an Agent/Issuer-Related Indemnitee of any portion of such Indemnified Liabilities resulting from any such Person’s gross negligence, negligence or willful misconduct or knowingly unlawful conductmisconduct; and provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Without limitation of the foregoing, to the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection (a) of this Section 10.05 to be paid by it to an Agent/, Issuer-Related Indemnitee, each Lender severally agrees to pay to such Agent/, Issuer-Related Indemnitee such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or L/C Issuer in connection with such capacity. (iii) The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.12(f2.13(f).

Reimbursement and Indemnification by Lenders. (i) Each Lender severally agrees to indemnify upon demand the Administrative Agent, each L/C Issuer and each Related Party (each such Person being called an “Agent/Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of the Borrower to do so), pro rata, according to each such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and hold harmless each Agent/Issuer-Related Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs), incurred by or against the Administrative Agent or an L/C Issuer acting in its capacity as such, or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent or an L/C Issuer in connection with such capacity, arising out of or relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, the relationship of the Borrower, the Administrative Agent, the L/C Issuers, and the Lenders under this Agreement, or the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”); provided however that no Lender shall be liable for the payment to an Agent/Issuer-Related Indemnitee of any portion of such Indemnified Liabilities resulting from any such Person’s gross negligence, willful misconduct or knowingly unlawful conduct; and provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Without limitation of the foregoing, to the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection (a) of this Section 10.05 to be paid by it to an Agent/Issuer-Related Indemnitee, each Lender severally agrees to pay to such Agent/Issuer-Related Indemnitee such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or L/C Issuer in connection with such capacity. (iii) The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.12(f).

Reimbursement and Indemnification by Lenders. (i) Each Lender severally agrees to indemnify upon demand the Administrative Agent, each L/C Issuer and each Related Party (each such Person being called an “Agent/Agent/ Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligations of the Borrower to do so), pro rata, according to each such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and hold harmless each Agent/Issuer-Related Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs), incurred by or against the Administrative Agent or an L/C Issuer acting in its capacity as such, or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent or an L/C Issuer in connection with such capacity, arising out of or relating to (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the consummation of the transactions contemplated hereby or thereby, the relationship of the Borrower, the Administrative Agent, the L/C Issuers, and the Lenders under this Agreement, or the administration of this Agreement and the other Loan Documents; (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the BorrowerBorrower or any other Loan Party, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”); provided however that no Lender shall be liable for the payment to an Agent/Issuer-Related Indemnitee of any portion of such Indemnified Liabilities resulting from any such Person’s gross negligence, negligence or willful misconduct or knowingly unlawful conductmisconduct; and provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Without limitation of the foregoing, to the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection (a) of this Section 10.05 to be paid by it to an Agent/, Issuer-Related Indemnitee, each Lender severally agrees to pay to such Agent/, Issuer-Related Indemnitee such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or L/C Issuer in connection with such capacity. (iii) The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.12(f2.13(f).

Reimbursement and Indemnification by Lenders. (i) Each Lender severally agrees to indemnify upon on demand the Administrative AgentAgent (and any sub-agent thereof), each L/C Issuer Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Agent/Issuer-Related Indemnitee”) (to the extent not reimbursed by or on behalf of the Borrower Borrowers and without limiting the any obligations of the Borrower Borrowers to do so), pro rata, according to each such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ), and hold harmless each Agent/Issuer-Related Indemnitee from and against against, any and all losses, claims, damages, liabilities and related expenses (including Attorney Coststhe fees, charges and disbursements of any counsel for any Agent/Issuer-Related Indemnitee), incurred by or against the Administrative Agent (and any sub-agent thereof) or an L/C Issuer acting in its capacity as such, or incurred by or against any Related Party of any of the foregoing acting for the Administrative Agent (and any sub-agent thereof) or an L/C Issuer in connection with such capacity, arising out of arising out of, in connection with, or relating to as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, the relationship reliance by such Agent/Issuer-Related Indemnitee on notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the a Borrower, the Administrative Agent, the L/C Issuers, and the Lenders under this Agreement, or the administration of this Agreement and the other Loan Documents; , (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower MLP or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower MLP or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the BorrowerMLP, any Borrower or any other Loan Party, and regardless of whether any Agent/Issuer-Related Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE AGENT/ISSUER-RELATED INDEMNITEE (all of the foregoing, collectively, “Indemnified Liabilities”); provided however provided, that no Lender shall be liable the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the payment Administrative Agent (or any such sub-agent) or an L/C Issuer in connection with such capacity; and provided further that such indemnity shall not be available to an Agent/Issuer-Related Indemnitee to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of any portion competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Liabilities resulting from any such Person’s gross negligence, willful misconduct or knowingly unlawful conductAgent/Issuer-Related Indemnitee; and provided, further, that no action taken by the Administrative Agent in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. (ii) Without limitation of the foregoing, to To the extent that the MLP or any Borrower for any reason fails to indefeasibly pay any amount required under Section 10.04 or subsection (a) or (b) of this Section 10.05 to be paid by it to an Agentthe Administrative Agent (or any sub-agent thereof), any L/Issuer-C Issuer or any Related IndemniteeParty of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such Agentsub-agent), such L/Issuer-C Issuer or such Related Indemnitee Party, as the case may be, such Lender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or an any such sub-agent) or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such L/C Issuer in connection with such capacity. (iii) . The obligations of the Lenders under this subsection (bc) are subject to the provisions of Section 2.12(f2.12(e).