Common use of Agency Compensation Clause in Contracts

Agency Compensation. (a) The Issuer agrees to reimburse the Revolving Credit Note Agent (subject to any written agreement between the Issuer and the Revolving Credit Note Agent) forthwith upon its request for all reasonable expenses incurred or made by the Revolving Credit Note Agent in accordance with any provision of this Agreement or the Indenture. (b) The Issuer will reimburse, and does hereby indemnify and hold harmless, the Revolving Credit Note Agent and its affiliates, directors, officers, shareholders, agents and employees with respect to all expenses, losses, damages, liabilities, demands, charges and claims of any nature (including the reasonable fees and expenses of counsel and other experts) in respect of or arising from its appointment as Revolving Credit Note Agent or from any acts or omissions performed or omitted by the Revolving Credit Note Agent, its affiliates, directors, officers, shareholders, agents or employees hereunder in good faith except to the extent resulting from gross negligence, willful misconduct or fraud on the part of the Revolving Credit Note Agent or any Affiliate thereof (any such amounts, together with expenses reimbursable under Section 2.4(b), “Revolving Credit Note Agent Expenses”). The indemnification obligations of the Issuer shall survive termination of this Agreement and the resignation or removal of the Revolving Credit Note Agent. (c) The Revolving Credit Note Agent Expenses shall be considered Administrative Expenses and shall be payable from the Expense Account or pursuant to the Priority of Payments in each case in accordance with the Indenture. (d) The Revolving Credit Note Agent hereby agrees not to cause the filing of a petition in bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings under any law or jurisdiction against the Issuer for the non-payment to the Revolving Credit Note Agent of any amounts provided by this Section 2.4 before 366 days have elapsed or, if longer, the applicable preference period then in effect (including, without limitation, any period established pursuant to the laws of the Cayman Islands) (plus one day) after the payment in full of all Notes issued under the Indenture.

Agency Compensation. (a) The Issuer agrees to reimburse the Revolving Credit Note Agent (subject to any written agreement between the Issuer and the Revolving Credit Note Agent) forthwith upon its request for all reasonable expenses incurred or made by the Revolving Credit Note Agent in accordance with any provision of this Agreement or the Indenture. (b) The Issuer will reimburse, and does hereby indemnify and hold harmless, the Revolving Credit Note Agent and its affiliates, directors, officers, shareholders, agents and employees with respect to all expenses, losses, damages, liabilities, demands, charges and claims of any nature (including the reasonable fees and expenses of counsel and other experts) in respect of or arising from its appointment as Revolving Credit Note Agent or from any acts or omissions performed or omitted by the Revolving Credit Note Agent, its affiliates, directors, officers, shareholders, agents or employees hereunder in good faith except to the extent resulting from gross negligence, willful misconduct or fraud on the part of the Revolving Credit Note Agent or any Affiliate thereof (any such amounts, together with expenses reimbursable under Section 2.4(b), “Revolving Credit Note Agent Expenses”). The indemnification obligations of the Issuer shall survive termination of this Agreement and the resignation or removal of the Revolving Credit Note Agent. (c) The Revolving Credit Note Agent Expenses shall be considered Administrative Expenses and shall be payable from the Expense Account or pursuant to the Priority of Payments in each case in accordance with the Indenture. (d) The Revolving Credit Note Agent hereby agrees not to cause the filing of a petition in bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings under any law or jurisdiction against the Issuer for the non-payment to the Revolving Credit Note Agent of any amounts provided by this Section 2.4 before 366 days have elapsed or, if longer, the applicable preference period then in effect (including, without limitation, any period established pursuant to the laws of the Cayman Islands) (plus one day) after the payment in full of all Notes issued under the Indenture.

Agency Compensation. (a) The Issuer agrees to reimburse the Revolving Credit Note Agent (subject to any written agreement between the Issuer and the Revolving Credit Note Agent) forthwith upon its request for all reasonable expenses incurred or made by the Revolving Credit Note Agent in accordance with any provision of this Agreement or the Indenture. (b) The Issuer will reimburse, and does hereby indemnify and hold harmless, the Revolving Credit Note Agent and its affiliates, directors, officers, shareholders, agents and employees with respect to all expenses, losses, damages, liabilities, demands, charges and claims of any nature (including the reasonable fees and expenses of counsel and other experts) in respect of or arising from its appointment as Revolving Credit Note Agent or from any acts or omissions performed or omitted by the Revolving Credit Note Agent, its affiliates, directors, officers, shareholders, agents or employees hereunder in good faith except to the extent resulting from gross negligence, willful misconduct or fraud on the part of the Revolving Credit Note Agent or any Affiliate thereof (any such amounts, together with expenses reimbursable under Section 2.4(b), “Revolving Credit Note Agent Expenses”). The indemnification obligations of the Issuer shall survive termination of this Agreement and the resignation or removal of the Revolving Credit Note Agent. (c) The Revolving Credit Note Agent Expenses shall be considered Priority Administrative Expenses and shall be payable from the Expense Account or pursuant to the Priority of Payments Payments, in each case in accordance with the Indenture. (d) The Revolving Credit Note Agent hereby agrees not to cause the filing of a petition in bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings under any law or jurisdiction against the Issuer for the non-payment to the Revolving Credit Note Agent of any amounts provided by this Section 2.4 before 366 days have elapsed or, if longer, the applicable preference period then in effect (including, without limitation, any period established pursuant to the laws of the Cayman Islands) (plus one day) after the payment in full of all Notes issued under the Indenture.