Common use of Indemnification of the Facility Agent Clause in Contracts

Indemnification of the Facility Agent. Each Lender agrees to indemnify the Facility Agent (to the extent required to be so reimbursed, but not reimbursed by the Borrower or the Servicer), ratably in accordance with the Pro Rata Share of such Lender, from and against any and all actual or prospective claims, 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 Facility Agent in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Facility Agent hereunder or thereunder. Without limiting the provisions set forth herein, each Lender agrees (i) to indemnify the Facility Agent, ratably in accordance with the Pro Rata Share of such Lender, from and against any and all actual or prospective claims, 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 Facility Agent in any way relating to or arising out of any action taken or omitted by the Facility Agent, hereunder or under any of the other Transaction Documents, in accordance with the directions of the Required Lenders or all Lenders, as applicable, and (ii) to reimburse the Facility Agent, ratably in accordance with the Pro Rata Share of such Lender, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Facility Agent 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 and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the applicable Lenders hereunder and/or thereunder and to the extent that the Facility Agent is not reimbursed for such expenses by the Borrower or the Servicer. The indemnification provisions hereunder survive and remain in full force and effect regardless of repayment of the Borrower’s obligations, the expiration or termination of the Lenders’ commitments, the termination of this Agreement, or the resignation of the Facility Agent. In no event shall the Facility Agent be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of its duties under the Transaction Documents or in the exercise of any of its rights or powers under this Agreement.

Indemnification of the Facility Agent. Each Lender agrees to Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Facility Agent (to the extent the Facility Agent is required to be so reimbursed, but is not reimbursed by or on behalf of the Borrower or and without limiting the Servicerobligation of the Borrower to do so), ratably in accordance with pro rata (at the Pro Rata Share of time such Lenderindemnity is sought), and hold harmless the Facility Agent from and against any and all actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Facility Agent in of any way relating to or arising out portion of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Facility Agent hereunder or thereunder. Without limiting the provisions set forth herein, each Lender agrees (i) to indemnify such Indemnified Liabilities resulting from the Facility Agent’s own gross negligence or willful misconduct, ratably in accordance with as determined by the Pro Rata Share final judgment of such Lender, from and against any and all actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements a court of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Facility Agent in any way relating to or arising out of any competent jurisdiction; provided that no action taken or omitted by the Facility Agent, hereunder or under any of the other Transaction Documents, in accordance with the directions of the Required Majority Lenders (or all Lenderssuch other number or percentage of the Lenders as shall be required by the Financing Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 8.07. In the case of any investigation, as applicablelitigation or proceeding giving rise to any Indemnified Liabilities, and (ii) to this Section 8.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Facility Agent, ratably in accordance with the Pro Rata Share of such Lender, promptly Agent upon demand for its ratable share (determined at the time such reimbursement is sought) of any costs or out-of-pocket expenses (including counsel feesAttorney Costs) incurred by the Facility Agent in connection with the preparation, execution, delivery, 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 and the Agreement, any other Transaction DocumentsFinancing Document, or any document contemplated by or referred to the extent that such expenses are incurred in the interests of or otherwise in respect of the applicable Lenders hereunder and/or thereunder and herein, to the extent that the Facility Agent is not reimbursed for such expenses by the Borrower or the Servicer. The indemnification provisions hereunder survive and remain in full force and effect regardless of repayment on behalf of the Borrower’s obligations, the expiration or termination . The undertaking in this Section 8.07 shall survive payment of the Lenders’ commitments, the termination of this Agreement, or all Obligations and the resignation of the Facility Agent. In no event shall the Facility Agent be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of its duties under the Transaction Documents or in the exercise of any of its rights or powers under this Agreement.

Indemnification of the Facility Agent. Each Lender agrees The Lenders agree to indemnify the Facility Agent and the Collateral Agent (to the extent required to be so reimbursed, but not reimbursed by the Borrower Security Parties or the Servicerany thereof), ratably in accordance with pro rata according to the Pro Rata Share respective amounts of such Lendertheir Commitments, from and against any and all actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including legal fees and expenses incurred in investigating claims and defending itself against such liabilities) which may be imposed on, incurred by, by or asserted against against, the Facility Agent or the Collateral Agent in any way relating to or arising out of this Agreement, the Note, the Subordination and Intercreditor Agreement or any of the other Transaction DocumentsSecurity Document, or any action taken or omitted by the Facility Agent or the Collateral Agent hereunder or thereunder. Without limiting thereunder or the provisions set forth hereinpreparation, each administration, amendment or enforcement of, or waiver of any provision of, this Agreement, the Note, the Subordination and Intercreditor Agreement or any Security Document, except that no Lender agrees (i) to indemnify the Facility Agent, ratably in accordance with the Pro Rata Share shall be liable for any portion of such Lender, from and against any and all actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely and directly from the Facility Agent’s or the Collateral Agent’s (as applicable) gross negligence or willful misconduct as determined by a final non-appealable judgment issued by a court of any kind competent jurisdiction. The obligations of the Lenders under this Section 16.11 shall survive the earlier resignation or nature whatsoever which may be imposed on, incurred by, or asserted against removal of the Facility Agent in any way relating to or arising out of any action taken or omitted by the Facility Agent, hereunder or under any of the other Transaction Documents, in accordance with the directions of the Required Lenders or all Lenders, as applicable, and (ii) to reimburse the Facility Agent, ratably in accordance with the Pro Rata Share of such Lender, promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Facility Agent 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 and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the applicable Lenders hereunder and/or thereunder and to the extent that the Facility Agent is not reimbursed for such expenses by the Borrower or the Servicer. The indemnification provisions hereunder survive and remain in full force and effect regardless of repayment of the Borrower’s obligations, the expiration or termination of the Lenders’ commitmentsCollateral Agent, the termination of this Agreement, or Agreement and the resignation repayment to the Lenders of the Facility Agent. In no event shall the Facility Agent be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of its duties all amounts owing thereto under the Transaction Documents or in the exercise of any of its rights or powers under this Agreementconnection herewith.

Indemnification of the Facility Agent. Each Lender agrees to Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Facility Agent (to the extent required to be so reimbursed, but not reimbursed by or on behalf of the Borrower or and without limiting the Servicerobligation of the Borrower to do so), ratably in accordance with pro rata, and hold harmless the Pro Rata Share of such Lender, Facility Agent from and against any and all actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Facility Agent in of any way relating to or arising out portion of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Facility Agent hereunder or thereunder. Without limiting the provisions set forth herein, each Lender agrees (i) to indemnify such Indemnified Liabilities resulting from the Facility Agent’s own gross negligence or willful misconduct, ratably in accordance with as determined by the Pro Rata Share final judgment of such Lender, from and against any and all actual or prospective claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements a court of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Facility Agent in any way relating to or arising out of any competent jurisdiction; provided that no action taken or omitted by the Facility Agent, hereunder or under any of the other Transaction Documents, in accordance with the directions of the Required Majority Lenders (or all Lenderssuch other number or percentage of the Lenders as shall be required by the Financing Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 8.07. In the case of any investigation, as applicablelitigation or proceeding giving rise to any Indemnified Liabilities, and (ii) to this Section 8.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Facility Agent, ratably in accordance with the Pro Rata Share of such Lender, promptly Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including counsel feesAttorney Costs) incurred by the Facility Agent in connection with the preparation, execution, delivery, 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 and the Agreement, any other Transaction DocumentsFinancing Document, or any document contemplated by or referred to the extent that such expenses are incurred in the interests of or otherwise in respect of the applicable Lenders hereunder and/or thereunder and herein, to the extent that the Facility Agent is not reimbursed for such expenses by the Borrower or the Servicer. The indemnification provisions hereunder survive and remain in full force and effect regardless of repayment on behalf of the Borrower’s obligations, the expiration or termination . The undertaking in this Section 8.07 shall survive payment of the Lenders’ commitments, the termination of this Agreement, or all Obligations and the resignation of the Facility Agent. In no event shall the Facility Agent be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of its duties under the Transaction Documents or in the exercise of any of its rights or powers under this Agreement.