Agent's Reimbursement. Each Bank agrees to reimburse the Agent pro rata in accordance with its Exposure for any reasonable out-of-pocket expenses (including fees and charges for record inspections) not reimbursed by the Company (a) for which the Agent is entitled to reimbursement by the Company under the Loan Documents and (b) for any other reasonable expenses incurred by the Agent on behalf of the Banks, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents, provided, however, that no Bank shall be liable for any of the foregoing to the extent any of the foregoing arise from the gross negligence or willful misconduct of the Agent.
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Samples: Credit Agreement (Empire District Electric Co), Credit Agreement (Empire District Electric Co), Credit Agreement (Empire District Electric Co)