Common use of Credit Agent’s Reimbursement and Indemnification Clause in Contracts

Credit Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Credit Agent, ratably in proportion to their respective Commitment Percentages, for (i) any out-of-pocket expenses not reimbursed by the Borrower for which the Credit Agent is entitled to reimbursement by the Borrower under this Agreement or the other Loan Documents, (ii) any other expenses incurred by the Credit Agent on behalf of the Lenders in connection with the preparation, execution, delivery, administration, amendment, waiver and/or enforcement of this Agreement and the other Loan Documents, and (iii) any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may imposed on, incurred by or asserted against the Credit Agent in any way relating to or arising out of this Agreement or the other Loan Documents or any other document delivered in connection therewith or any transaction contemplated thereby, or the enforcement of any of the terms hereof or thereof, provided that no Lender shall be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of the Credit Agent (or, subject to the last sentence of Section 11.3, of its agents or permitted delegatees), as finally determined by a court of competent jurisdiction. If any indemnity furnished to the Credit Agent for any purpose shall, in the opinion of the Credit Agent, be insufficient or become impaired, the Credit Agent may call for additional indemnity and cease, or not commence, to do the action indemnified against until such additional indemnity is furnished.

Credit Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Credit Agent, ratably in proportion to their respective Warehousing Commitment Percentages, for (i) any out-of-pocket expenses amounts not reimbursed by the Borrower Company for which the Credit Agent is entitled to reimbursement by the Borrower Company under this Agreement or the other Loan Facility Documents, (ii) any other expenses incurred by the Credit Agent on behalf of the Lenders in connection with the preparation, execution, delivery, administration, amendment, waiver and/or enforcement of this Agreement and the other Loan Facility Documents, and (iii) any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may imposed on, incurred by or asserted against the Credit Agent in any way relating to or arising out of this Agreement or the other Loan Facility Documents or any other document delivered in connection therewith or any transaction contemplated thereby, or the enforcement of any of the terms hereof or thereof, provided that no Lender shall be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of the Credit Agent (or, subject to the last sentence of Section 11.3, of its agents or permitted delegatees)Agent, as finally determined by a court of competent jurisdiction. If any indemnity furnished to the Credit Agent for any purpose shall, in the opinion of the Credit Agent, be insufficient or become impaired, the Credit Agent may call for additional indemnity and cease, or not commence, to do the action indemnified against until such additional indemnity is furnished.. “Warehousing Commitment Percentage” means, as of the date of determination, as to each Lender (i) prior to the Warehousing Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Warehousing Commitment Amount, by (z) the aggregate Warehousing Commitment Amounts of all Lenders, and (ii) from and after the time that all Warehousing Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender’s Advances by (z) the aggregate outstanding principal amount of all Advances. The initial Warehousing Commitment Percentages of each Lender is set forth opposite the name of such Lender on Exhibit J or in the Assignment and Acceptance pursuant to

Credit Agent’s Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify the Credit Agent, ratably in proportion to their respective Commitment Percentages, for (i) any out-of-pocket expenses not reimbursed by the Borrower Borrowers for which the Credit Agent is entitled to reimbursement by the Borrower Borrowers under this Agreement or the other Loan Documents, (ii) any other expenses incurred by the Credit Agent on behalf of the Lenders in connection with the preparation, execution, delivery, administration, amendment, waiver and/or enforcement of this Agreement and the other Loan Documents, and (iii) any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may imposed on, incurred by or asserted against the Credit Agent in any way relating to or arising out of this Agreement or the other Loan Documents or any other document delivered in connection therewith or any transaction contemplated thereby, or the enforcement of any of the terms hereof or thereof, provided that no Lender shall be liable for any of the foregoing to the extent that they arise from the gross negligence or willful misconduct of the Credit Agent (or, subject to the last sentence of Section 11.3, of its agents or permitted delegateesdelegees), as finally determined by a court of competent jurisdiction. If any indemnity furnished to the Credit Agent for any purpose shall, in the opinion of the Credit Agent, be insufficient or become impaired, the Credit Agent may call for additional indemnity and cease, or not commence, to do the action indemnified against until such additional indemnity is furnished.