Indemnification of the Deal Agent, Paying Agent and Registrar Sample Clauses

Indemnification of the Deal Agent, Paying Agent and Registrar. The Bank Investors agree to indemnify each of the Deal Agent, the Paying Agent and the Registrar (to the extent not reimbursed by the Issuer), ratably in accordance with their Pro Rata Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Deal Agent, the Paying Agent or the Registrar, as the case may be, in any way relating to or arising out of this Agreement or any action taken or omitted by the Deal Agent, the Paying Agent or the Registrar, as the case may be, provided that the Bank Investors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Deal Agent's, the Paying Agent's or the Registrar's, as the case may be, gross negligence or willful misconduct. Without limitation of the foregoing, the Bank Investors agree to reimburse each of Deal Agent, the Paying Agent and the Registrar, ratably in accordance with their Pro Rata Shares, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Deal Agent, the Paying Agent or the Registrar, as the case may be, in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Bank Investors hereunder and/or thereunder and to the extent that the Deal Agent, the Paying Agent or the Registrar, as the case may be is not reimbursed for such expenses by the Issuer.