Common use of Indemnification by the Working Capital Lenders Clause in Contracts

Indemnification by the Working Capital Lenders. Without limiting the obligations of the Loan Parties hereunder or under the other Finance Documents, each Working Capital Lender agrees that it shall, from time to time on demand by the Working Capital Facility Agent, indemnify the Working Capital Facility Agent and its Related Parties (ratably in accordance with its then applicable proportionate share) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable legal fees) or disbursements of any kind or nature whatsoever, which may at any time be imposed on, incurred by or asserted against the Working Capital Facility Agent or any of its Related Parties in any way relating to or arising out of this Agreement, the other Finance Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; provided, however, that no Working Capital Lender shall be liable for any of the foregoing to the extent they arise solely from the Working Capital Facility Agent’s gross negligence, fraud or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Working Capital Facility Agent shall be fully justified in taking, refusing to take or continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Working Capital Lenders against any and all liability and expense which may be incurred by it by reason of taking, refusing to take or continuing to take any such action. Without limitation of the foregoing, each Working Capital Lender agrees to reimburse, ratably in accordance with all its Working Capital Debt Commitments, the Working Capital Facility Agent promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Working Capital Facility Agent in connection with the preparation, execution, administration, amendment, waiver, modification or enforcement of, or legal advice in respect of rights or responsibilities under, the Finance Documents, to the extent that the Working Capital Facility Agent is not reimbursed promptly for such expenses by the Loan Parties in accordance with the Finance Documents; provided that, upon recovery of any or all of such costs and expenses by the Working Capital Facility Agent from the Loan Parties, the Working Capital Facility Agent shall remit to each Working Capital Lender that has paid such costs and expenses to the Working Capital Facility Agent pursuant to this Section 10.06 (Indemnification by the Working Capital Lenders) its ratable share of such amounts so recovered. The obligation of the Working Capital Lenders to make payments pursuant to this Section 10.06 (Indemnification by the Working Capital Lenders) is several and not joint or joint and several, and the same shall survive the payment in full of the Working Capital Obligations and the termination of this Agreement and the other Finance Documents.

Indemnification by the Working Capital Lenders. Without limiting the obligations of the Loan Parties hereunder or under the other Finance Documents, each Working Capital Lender agrees that it shall, from time to time on demand by the Working Capital Facility Agent, indemnify the Working Capital Facility Agent and its Related Parties (ratably in accordance with its then applicable proportionate share) for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable legal fees) or disbursements of any kind or nature whatsoever, which may at any time be imposed on, incurred by or asserted against the Working Capital Facility Agent or any of its Related Parties in any way relating to or arising out of this Agreement, the other Finance Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof or of any such other documents; provided, however, that no Working Capital Lender shall be liable for any of the foregoing to the extent they arise solely from the Working Capital Facility Agent’s gross negligence, fraud or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. The Working Capital Facility Agent shall be fully justified in taking, refusing to take or continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Working Capital Lenders against any and all liability and expense which may be incurred by it by reason of taking, refusing to take or continuing to take any such action. Without limitation of the foregoing, each Working Capital Lender agrees to reimburse, ratably in accordance with all its Working Capital Debt Commitments, the Working Capital Facility Agent promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Working Capital Facility Agent in connection with the preparation, execution, administration, amendment, waiver, modification or enforcement of, or legal advice in respect of rights or responsibilities under, the Finance Documents, to the extent that the Working Capital Facility Agent is not reimbursed promptly for such expenses by the Loan Parties in accordance with the Finance Documents; provided that, that upon recovery of any or all of such costs and expenses by the Working Capital Facility Agent from the Loan Parties, the Working Capital Facility Agent shall remit to each Working Capital Lender that has paid such costs and expenses to the Working Capital Facility Agent pursuant to this Section 10.06 (Indemnification by the Working Capital Lenders) its ratable share of such amounts so recovered. The obligation of the Working Capital Lenders to make payments pursuant to this Section 10.06 (Indemnification by the Working Capital Lenders) is several and not joint or joint and several, and the same shall survive the payment in full of the Working Capital Obligations and the termination of this Agreement and the other Finance Documents.