Common use of Expenses; Documentary Taxes; Indemnification Clause in Contracts

Expenses; Documentary Taxes; Indemnification. (a) Each applicable Fund shall promptly pay, if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by State Street, including reasonable fees and disbursements of counsel (including reasonable allocated costs of in-house counsel), in connection with such Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. Each Fund shall indemnify State Street against any transfer taxes, documentary taxes (but not income taxes), assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes. (b) Each Fund agrees to indemnify State Street and each of its Affiliates, officers, directors and employees (each, a "Covered Person") and hold each Covered Person harmless from and against any and all Liabilities which may be incurred by or asserted or awarded against such Covered Person, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Covered Person shall be designated a party thereto) relating to or arising out of this Agreement or any Funding Loan Document or any actual or proposed use of proceeds of Funding Loans or Draw-downs hereunder, provided that no Covered Person shall have the right to be indemnified hereunder for Liabilities that are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Covered Person's gross negligence, bad faith or willful misconduct.

Expenses; Documentary Taxes; Indemnification. (a) Each applicable Fund The Borrower shall promptly pay, if an Event of Default occurs, pay (i) all reasonable and documented out-of-pocket expenses incurred by State Streetof the Agent, including reasonable and documented fees and disbursements of special counsel (including reasonable allocated costs of in-house counsel)for the Agent, in connection with such Default and collectionthe preparation, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. Each Fund shall indemnify State Street against any transfer taxes, documentary taxes (but not income taxes), assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Notes.negotiation USA.605252047.1/MPD 65 (b) Each Fund The Borrower agrees to indemnify State Street the Agent, each Bank, and each of its their Affiliates, and the officers, directors and employees of the Agent each Bank and each such Affiliate (each, a "“Covered Person"”) and hold each Covered Person harmless from and against any and all Liabilities claims, liabilities, losses, damages, costs, penalties, actions, judgments and reasonable and documented expenses and disbursements of any kind or nature whatsoever, including, without limitation, the reasonable and documented fees and disbursements of counsel (collectively, the “Liabilities”) which may be incurred by or asserted or awarded against such Covered Person, in each case arising out of or in connection with any investigative, administrative or judicial proceeding (whether or not such Covered Person shall be designated a party thereto) relating to or arising out of this Agreement or any Funding the Loan Document Documents or any actual or proposed use of proceeds of Funding Loans or Draw-downs hereunder, provided that no Covered Person shall have the right to be indemnified hereunder for Liabilities that are determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Covered Person's ’s gross negligence, bad faith faith, or willful misconduct.