Common use of Agent's Reimbursement and Indemnification Clause in Contracts

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (a) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (b) for any amounts not reimbursed by the Borrower for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents and (c) for any amounts not reimbursed by the Borrower for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents; provided that any obligation to indemnify the Agent with respect to Letters of Credit pursuant to this Section 10.8 shall be limited to Revolving Lenders only; provided further that no Lender shall be liable for any of the foregoing to the extent they are determined in a final judgment of a court of competent jurisdiction to have arisen solely from the Gross Negligence or willful misconduct of the Agent. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent and the Audit Agent ratably in proportion to their respective Commitments (a) for any amounts not reimbursed by the Borrower Borrowers for which the Agent or the Audit Agent is entitled to reimbursement by the Borrower Borrowers under the Loan DocumentsFinancing Agreements, (b) for any amounts not reimbursed by the Borrower for any other expenses incurred by the Agent or the Audit Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents Financing Agreements, and (c) for any amounts not reimbursed by the Borrower for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent or the Audit Agent in any way relating to or arising out of the Loan Documents Financing Agreements or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents; provided that any obligation to indemnify the Agent with respect to Letters of Credit pursuant to this Section 10.8 shall be limited to Revolving Lenders only; provided further PROVIDED that no Lender shall be liable for any of the foregoing to the extent they are arise from the gross negligence or willful misconduct of the Agent or the Audit Agent as determined in by a final judgment order, not subject to appeal, of a court of competent jurisdiction to have arisen solely from the Gross Negligence or willful misconduct of the Agentjurisdiction. The obligations of the Lenders under this Section 10.8 SUBSECTION 12.8 shall survive payment of the Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (aor, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (bii) for any amounts not reimbursed by the Borrower for any other expenses incurred by the Agent on behalf of the LendersLenders and not reimbursed by the Borrower, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents and (ciii) for any amounts not reimbursed by the Borrower for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which are not reimbursed by the Borrower and which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents; , provided that any obligation to indemnify the Agent with respect to Letters of Credit pursuant to this Section 10.8 shall be limited to Revolving Lenders only; provided further that no Lender shall be liable for any of the foregoing to the extent they are determined in a final judgment of a court of competent jurisdiction to have arisen solely arise from the Gross Negligence gross negligence or willful misconduct of the Agent. If the Agent later receives any such amount from the Borrower it will reimburse the Lenders for any applicable amounts paid under this Section 10.8. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree ----------------------------------------- to reimburse and indemnify the Agent ratably in proportion to their respective Commitments or, if the Commitments have terminated, their Outstanding Credit Exposure (ai) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documentspursuant to Section 9.7, (bii) for any amounts not reimbursed by the Borrower for any other expenses incurred by the Agent on ----------- behalf of the Lenders, in connection with the preparation, execution, delivery, administration collection and enforcement of the Loan Credit Documents and (ciii) for any amounts not reimbursed by the Borrower for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Credit Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents; , provided that any obligation to indemnify the Agent with respect to Letters of Credit pursuant to this Section 10.8 shall be limited to Revolving Lenders only; provided further that no Lender shall be liable for any of the foregoing to the extent they are determined in a final judgment any of a court of competent jurisdiction to have arisen solely the foregoing arise from the Gross Negligence gross negligence or willful misconduct of the Agent. The obligations of the Lenders under this Section ------- 10.8 shall survive payment of the Obligations and termination of this ---- Agreement.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify upon demand the Agent ratably in proportion to accordance with their respective Commitments Percentages (ai) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (bii) for any amounts not reimbursed by the Borrower for any other expenses (including, attorneys' fees) incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration administration, modification and enforcement of the Loan Documents Documents, if not paid by Borrower, and (ciii) for any amounts not reimbursed by the Borrower for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents; , provided that any obligation to indemnify the Agent with respect to Letters of Credit pursuant to this Section 10.8 shall be limited to Revolving Lenders only; provided further that no Lender shall be liable for any of the foregoing to the extent they are determined in a final judgment of a court of competent jurisdiction to have arisen solely arise from the Gross Negligence gross negligence or willful misconduct of the Agent. The Each Lender shall indemnify the Agent and the other Lenders with respect to claims, liabilities, damages, costs, losses and expenses (including, without limitation, attorneys' fees) arising from or relating to the failure of such indemnifying Lender to satisfy its obligations of the Lenders under this Section 10.8 shall survive payment of Agreement and the Obligations and termination of this Agreementother Loan Documents.

Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify upon demand the Agent ratably in proportion to accordance with their respective Commitments Percentages (ai) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, (bii) for any amounts not reimbursed by the Borrower for any other expenses (including reasonable attorneys' fees) incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration administration, modification and enforcement of the Loan Documents Documents, if not paid by Borrower, and (ciii) for any amounts not reimbursed by the Borrower for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents; , provided that any obligation to indemnify the Agent with respect to Letters of Credit pursuant to this Section 10.8 shall be limited to Revolving Lenders only; provided further that no Lender shall be liable for any of the foregoing to the extent they are determined in a final judgment of a court of competent jurisdiction to have arisen solely arise from the Gross Negligence gross negligence or willful misconduct of the Agent. The Each Lender shall indemnify the Agent and the other Lenders with respect to claims, liabilities, damages, costs, losses and expenses (including, without limitation, attorneys' fees) arising from or relating to the failure of such indemnifying Lender to satisfy its obligations of the Lenders under this Section 10.8 shall survive payment of Agreement and the Obligations and termination of this Agreementother Loan Documents.