Common use of Expense Reimbursement; Indemnification Clause in Contracts

Expense Reimbursement; Indemnification. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrowers and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrowers or any other Loan Party, provided that no Lender shall be liable to an Agent or any such other indemnified Person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements as are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent or any of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each of the Issuing Bank and its directors, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agents.

Expense Reimbursement; Indemnification. Each Lender In consideration of the commitments contained herein, whether or not the Acquisition is consummated, Purchaser agrees (a) to reimburse the Agentspromptly pay, on demandor cause to be paid, in the amount of its pro rata share (based on its Commitments hereunder) upon receipt of any request therefore, all reasonable out-of-pocket expenses incurred by the Equity Sources in connection with their evaluation of, negotiations regarding and documentation for the benefit transactions referenced herein, including, without limitation, expenses of the Lenders by the Agentscounsel, including counsel fees accountants and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrowers and (b) other advisors. Purchaser further agrees to indemnify and hold harmless each Agent the Equity Sources and any of its directorstheir respective Representatives and Secondary Representatives (collectively, officers, employees or agents, on demand, in the amount of such pro rata share, “Indemnified Persons”) against and from and against any and all Losses, liabilities, taxes, obligations, losses, damages, penalties, actions, judgmentssuits, suitsproceedings (including investigations or inquiries), claims, costs, damages and expenses or disbursements of any kind or nature whatsoever (including attorneys’ fees) that may be imposed onincurred by, incurred by or asserted against it in its capacity as Agent or involve any of them as a result or in any way relating related to or arising out the transactions referenced in this letter; provided that no Person shall be indemnified as a result of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, the foregoing to the extent the same shall not have been reimbursed found by the Borrowers or any other Loan Party, provided that no Lender shall be liable to an Agent or any such other indemnified Person for any portion a final and non-appealable Order of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements as are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted solely from the material breach of this agreement or the gross negligence or willful misconduct of such Agent or any of its directors, officers, employees or agentsPerson. Each Revolving Credit Lender Purchaser further agrees to reimburse each pay the Equity Sources upon demand for any legal or other expenses incurred by it in connection with investigating, defending or preparing to defend any such action, suit or proceeding (including any inquiry or investigation). The provisions of this paragraph and the following paragraph are independent of all of Purchaser’s other obligations hereunder and shall survive the termination of this letter. Purchaser agrees that no Indemnified Person shall be required to (but at its sole election, may) seek indemnification from any other Person or Persons with respect to any matter for which such Indemnified Person is entitled to indemnification hereunder and agrees, for the benefit of the Issuing Bank Equity Sources and its directorstheir respective Representatives and Secondary Representatives to waive any right to contribution from the Equity Sources and their respective Representatives and Secondary Representatives; provided that the foregoing shall not be deemed to limit or waive any contractual rights that Purchaser may have against any Equity Source. EACH OF THE INDEMNIFYING PARTIES HEREBY ACKNOWLEDGES THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ALL LOSSES, employees and agentsDAMAGES, in each caseLIABILITIES, to the same extent and subject to the same limitations as provided above for the AgentsTHAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF AN EQUITY SOURCE OR ANY OTHER INDEMNIFIED PERSON.

Expense Reimbursement; Indemnification. Each Lender agrees The Lenders agree to reimburse and indemnify Administrative Agent ratably in proportion to their respective pro rata shares based on the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, in accordance with their respective Commitments) (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (a) for any amounts not reimbursed by Borrowers for which Administrative Agent is entitled to reimburse reimbursement by Borrowers under the AgentsLoan Documents, on demand, in the amount of its pro rata share (based on its Commitments hereunderb) of for any other expenses incurred for the benefit of the Lenders by the Agents, including counsel fees and compensation of agents and employees paid for services rendered Administrative Agent on behalf of the Lenders, that shall not have been reimbursed in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Borrowers and (b) to indemnify and hold harmless each Administrative Agent in connection with any dispute between Administrative Agent and any Lender or between two or more of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from Lenders) and against (c) for any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Losses of any kind or and nature whatsoever that which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent or any of them in any way relating to or arising out of this Agreement the Loan Documents or any other Loan Document document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any action taken such amounts incurred by or omitted by it asserted against Administrative Agent in connection with any dispute between Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of them under this Agreement the terms of the Loan Documents or of any such other Loan Document, to the extent the same shall not have been reimbursed by the Borrowers or any other Loan Partydocuments, provided that (i) no Lender shall be liable to an Agent or any such other indemnified Person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements as are determined the foregoing to the extent any of the foregoing is found in a final non‑appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Administrative Agent and (ii) any indemnification required by a specific Lender pursuant to the terms of this Agreement shall, notwithstanding the provisions of this Section 14.5, be paid by such Agent or any of its directors, officers, employees or agentsLender in accordance with such specific provisions. Each Revolving Credit Lender agrees to reimburse each The obligations of the Issuing Bank Lenders under this Section 14.5 shall survive payment of the Obligations and its directors, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agentstermination of this Agreement.

Expense Reimbursement; Indemnification. Each Lender agrees (a) The Servicer will be required to reimburse the Agentspay all expenses incurred by it in connection with its activities under this Agreement, on demand, in the amount including fees and disbursements of its pro rata share (based independent accountants, Taxes imposed on its Commitments hereunder) of any the Servicer, expenses incurred by the Servicer in connection with payments and reports pursuant to this Agreement, and all other fees and expenses not expressly stated under this Agreement for the benefit account of the Lenders Borrower. Notwithstanding the foregoing, and for the avoidance of doubt, nothing contained in this Section 14.06 shall prohibit the Borrower from reimbursing the Servicer for expenses incurred by it hereunder provided such amounts are paid from amounts permitted to be released under this Agreement to the Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrowers and Servicer. (b) The Servicer, in its capacity as such, agrees to indemnify and hold harmless each of the Borrower, Citibank, N.A., in its capacity as the Administrative Agent and any a Lender, and each of its their respective Affiliates and the respective officers, directors, officersemployees, employees or agents, on demandmanagers of, in and any Person controlling any of, the amount of such pro rata shareforegoing (each, a “Servicer Indemnified Party”) from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever Liabilities that may be imposed on, incurred by or asserted or awarded against it such Servicer Indemnified Party, in its capacity as Agent or any of them in any way relating to or each case arising out of this Agreement or in connection with any other Loan Document acts or any action taken omissions of the Servicer hereunder constituting bad faith, willful misconduct or omitted by it gross negligence in the performance, or any reckless disregard, of them under this Agreement or any other Loan Documentthe duties of the Servicer hereunder, except to the extent the same shall not have been reimbursed by the Borrowers or any other Loan Party, provided that no Lender shall be liable to an Agent or any such other indemnified Person for any portion of such liabilitiesLiability is found in a final, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements as are determined non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (A) the bad faith, gross negligence or willful misconduct of such Agent or Servicer Indemnified Party, any of its Affiliates or the respective officers, directors, officersemployees, employees or agents. Each Revolving Credit Lender agrees to reimburse each of the Issuing Bank and its directors, employees and agents, in each casemanagers of, and any Person controlling any of, the foregoing or any other party hereto or to the same extent and subject any other Facility Document or (B) a material breach by such Servicer Indemnified Party or any other party hereto or to the same limitations as provided above for the Agentsany other Facility Document of its obligations hereunder or under any other Facility Document.

Expense Reimbursement; Indemnification. Each Lender agrees (a) to reimburse Regardless of whether the AgentsTransactions are consummated, on demand, the Company shall promptly pay in the amount of its pro rata share (based on its Commitments hereunder) of cash upon demand any and all reasonable and documented accrued and unpaid out-of-pocket expenses incurred for by the benefit Consenting Holders (including, without limitation, all reasonable and documented fees and out-of-pocket expenses of the Lenders by legal counsel to the AgentsConsenting Holders, including counsel fees Wachtell, Lipton, Xxxxx and compensation Xxxx, and to Centerbridge Advisors II, LLC, Xxxxxxxx & Xxxxx LLP) in connection with the negotiation, documentation and consummation of agents this Agreement, the Plan, the Solicitation Materials and employees paid for services rendered on behalf of all other documents related to the Lenders, that shall not have been reimbursed by Plan and the Borrowers and Transactions. (b) to Whether or not the Transactions or the Arctic acquisition are consummated or this Agreement is terminated, and notwithstanding any investigation on the part of the Consenting Holders, the Debtors (in such capacity, the “Indemnifying Parties”) shall jointly and severally indemnify and hold harmless each Agent Consenting Holder and any of its directorsAffiliates, members, partners, equityholders, officers, employees or directors, employees, representatives, agents, on demandadvisors and controlling persons (each, in the amount of such pro rata sharecapacity, an “Indemnified Person”) from and against any and all liabilitieslosses, taxes, obligations, lossesclaims, damages, penaltiesliabilities and expenses (including counsel fees), actionsjoint or several, judgments, suits, costs, expenses or disbursements of to which any kind or nature whatsoever that such Indemnified Person may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or become subject arising out of or in connection with any claim, challenge, litigation, investigation, action, complaint, charge, arbitration, audit, hearing, investigation, inquiry, suit or proceeding (collectively, “Actions”) with respect to the Transactions, this Agreement Agreement, the Arctic acquisition, the Plan (or any other Loan Document or any action taken or omitted by it or the solicitation thereof), the Investment Agreement, the Chapter 11 Cases, in each case, regardless of whether any of them under this Agreement such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses as they are incurred in connection with investigating, monitoring, responding to or defending any other Loan Documentof the foregoing; provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent the same shall not have been reimbursed by the Borrowers or any other Loan Party, provided that no Lender shall be liable to an Agent or any such other indemnified Person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements as they are finally judicially determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct on the part of such Agent Indemnified Person. If for any reason the foregoing indemnification is unavailable to any Indemnified Person or any insufficient to hold it harmless, then the Indemnifying Parties shall contribute to the amount paid or payable by such Indemnified Person as a result of its directorssuch loss, officersclaim, employees damage, liability or agents. Each Revolving Credit Lender agrees expense in such proportion as is appropriate to reimburse each reflect not only the relative benefits received by the Indemnifying Parties on the one hand and such Indemnified Person on the other hand but also the relative fault of the Issuing Bank Indemnifying Parties, on the one hand, and its directorssuch Indemnified Person, employees and agentson the other hand, in each case, to the same extent and subject to the same limitations as provided above for the Agentswell as any relevant equitable considerations.

Expense Reimbursement; Indemnification. Each Lender agrees The Lenders agree to reimburse and indemnify Administrative Agent ratably in proportion to their respective pro rata shares based on the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, in accordance with their respective Commitments) (disregarding, for the avoidance of doubt, the exclusion of Defaulting Lenders therein) (a) for any amounts not reimbursed by Borrower for which Administrative Agent is entitled to reimburse reimbursement by Borrower under the AgentsLoan Documents, on demand, in the amount of its pro rata share (based on its Commitments hereunderb) of for any other expenses incurred for the benefit of the Lenders by the Agents, including counsel fees and compensation of agents and employees paid for services rendered Administrative Agent on behalf of the Lenders, that shall not have been reimbursed in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Borrowers and (b) to indemnify and hold harmless each Administrative Agent in connection with any dispute between Administrative Agent and any Lender or between two or more of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from Lenders) and against (c) for any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements Losses of any kind or and nature whatsoever that which may be imposed on, incurred by or asserted against it in its capacity as Administrative Agent or any of them in any way relating to or arising out of this Agreement the Loan Documents or any other Loan Document document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any action taken such amounts incurred by or omitted by it asserted against Administrative Agent in connection with any dispute between Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of them under this Agreement the terms of the Loan Documents or of any such other Loan Document, to the extent the same shall not have been reimbursed by the Borrowers or any other Loan Partydocuments, provided that (i) no Lender shall be liable to an Agent or any such other indemnified Person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements as are determined the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Administrative Agent and (ii) any indemnification required by a specific Lender pursuant to the terms of this Agreement shall, notwithstanding the provisions of this Section 14.5, be paid by such Agent or any of its directors, officers, employees or agentsLender in accordance with such specific provisions. Each Revolving Credit Lender agrees to reimburse each The obligations of the Issuing Bank Lenders under this Section 14.5 shall survive payment of the Obligations and its directors, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agentstermination of this Agreement.