Common use of Reimbursement and Indemnification of Agents by Lenders Clause in Contracts

Reimbursement and Indemnification of Agents by Lenders. Each Lender agrees to reimburse and indemnify the Paying Agent and each Co-Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share, from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including attorneys’ fees and disbursements (including the allocated costs of staff counsel), and costs of appraisers and environmental consultants, of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Paying Agent, any Co-Administrative Agent, or any of them in their respective capacities as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Paying Agent, or any Co-Administrative Agent hereunder or thereunder, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (a) if the same results from the Paying Agent’s or any Co-Administrative Agent’s gross negligence or willful misconduct, or (b) if such Lender was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that such Lender shall remain liable to the extent such failure to give notice does not result in a loss to the Lender), or (c) if the same results from a compromise and settlement agreement entered into without the consent of such Lender, which shall not be unreasonably withheld. In addition, each Lender agrees promptly upon demand to reimburse the Paying Agent and each Co-Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share for all amounts due and payable by the Borrower to the Paying Agent or the Co-Administrative Agents, as the case may be in connection with the periodic audit of the Loan Parties’ books, records and business properties by the Paying Agent or the Co-Administrative Agents.

Reimbursement and Indemnification of Agents by Lenders. Each Lender agrees to reimburse and indemnify the Paying Agent and each Co-Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share, from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including attorneys’ ' fees and disbursements (including the allocated costs of staff counsel)disbursements, and costs of appraisers and environmental consultants, of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Paying Agent, any Co-Administrative Agent, or any of them in their respective capacities as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Paying Agent, or any Co-Administrative Agent hereunder or thereunder, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (a) if the same results from the Paying Agent’s 's or any Co-Administrative Agent’s 's gross negligence or willful misconduct, or (b) if such Lender was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that such Lender shall remain liable to the extent such failure to give notice does not result in a loss to the Lender), or (c) if the same results from a compromise and settlement agreement entered into without the consent of such Lender, which shall not be unreasonably withheld. In addition, each Lender agrees promptly upon demand to reimburse the Paying Agent and each Co-Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share for all amounts due and payable by the Borrower to the Paying Agent or the Co-Administrative Agents, as the case may be in connection with the periodic audit of the Loan Parties’ ' books, records and business properties by the Paying Agent or the Co-Administrative Agents.

Reimbursement and Indemnification of Agents by Lenders. Each Lender agrees to reimburse and indemnify each of the Paying Administrative Agent and each Co-Administrative Agent the Arranger (to the extent not reimbursed by the Borrower Borrowers and without limiting the Obligation of the Borrower Borrowers to do so) in proportion to its Ratable Share, Share from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, or reasonable out-of-pocket costs, expenses or disbursements, including attorneys’ fees and disbursements (including the allocated costs of staff counsel), and costs of appraisers and environmental consultants, of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Paying AgentAdministrative Agent or the Arranger, any Co-Administrative Agent, or any of them in their respective capacities its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Paying Agent, or any Co-Administrative Agent or the Arranger hereunder or thereunder, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (a) if the same results from the Paying Agent’s or any Co-Administrative Agent’s gross negligence or willful misconductmisconduct of the Administrative Agent, or (b) if such Lender was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that such Lender shall remain liable to the extent such failure to give notice does not result in a loss to the Lender), or (c) if the same results from a compromise and settlement agreement entered into without the consent of such Lender, which shall not be unreasonably withheld. In addition, each Lender agrees promptly upon demand to reimburse each of the Paying Administrative Agent and each Co-Administrative Agent the Arranger (to the extent not reimbursed by the Borrower Borrowers and without limiting the Obligation of the Borrower Borrowers to do so) in proportion to its Ratable Share for all amounts due and payable by the Borrower Borrowers to the Paying such Agent or the Co-Administrative Agents, as the case may be in connection with the such Agent's periodic audit of the Loan Parties’ Borrowers' books, records and business properties by the Paying Agent or the Co-Administrative Agentsproperties.

Reimbursement and Indemnification of Agents by Lenders. Each Lender agrees to reimburse and indemnify the Paying Agent and each Co-Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share, from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including attorneys’ fees and disbursements (including the allocated costs of staff counsel), and costs of appraisers and environmental consultants, of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Paying Agent, any Co-Administrative Agent, or any of them in their respective capacities as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Paying Agent, or any Co-Administrative Agent hereunder or thereunder, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (a) if the same results from the Paying Agent’s or any Co-Administrative Agent’s gross negligence or willful misconduct, or (b) if such Lender was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that such Lender shall remain liable to the extent such failure to give notice does not result in a loss to the Lender), or (c) if the same results from a compromise and settlement agreement entered into without the consent of such Lender, which shall not be unreasonably withheld. In addition, each Lender agrees promptly upon demand to reimburse the Paying Agent and each Co-Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share for all amounts due and payable by the Borrower to the Paying Agent or the Co-Administrative Agents, as the case may be in connection with the periodic audit of the Loan Parties’ books, records and business properties by the Paying Agent or the Co-Administrative Agents. The respective obligations of the Lenders under this Section 10.7 are several and not joint and no Lender shall be responsible for the failure of any other L ender to satisfy its obligations hereunder.

Reimbursement and Indemnification of Agents by Lenders. Each Lender agrees to reimburse and indemnify each of the Paying Agent and each Co-Administrative Agent Agents (to the extent not reimbursed by the Borrower Borrowers and without limiting the Obligation of the Borrower Borrowers to do so) in proportion to its Ratable Share, Share from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, or reasonable out-of-pocket costs, expenses or disbursements, including attorneys’ fees and disbursements (including the allocated costs of staff counsel), and costs of appraisers and environmental consultants, of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Paying Agent, any Co-Administrative Agent, or any of them the Agents, in their respective capacities its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by any of the Paying Agent, or any Co-Administrative Agent Agents hereunder or thereunder, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (a) if the same results from the Paying an Agent’s or any Co-Administrative Agent’s 's gross negligence or willful misconduct, or (b) if such Lender was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that such Lender shall remain liable to the extent such failure to give notice does not result in a loss to the Lender), or (c) if the same results from a compromise and settlement agreement entered into without the consent of such Lender, which shall not be unreasonably withheld. In addition, each Lender agrees promptly upon demand to reimburse each of the Paying Agent and each Co-Administrative Agent Agents (to the extent not reimbursed by the Borrower Borrowers and without limiting the Obligation of the Borrower Borrowers to do so) in proportion to its Ratable Share for all amounts due and payable by the Borrower Borrowers to the Paying such Agent or the Co-Administrative Agents, as the case may be in connection with the such Agent's periodic audit of the Loan Parties’ Borrowers' books, records and business properties by the Paying Agent or the Co-Administrative Agentsproperties.

Reimbursement and Indemnification of Agents by Lenders. Each Whether or not the transactions contemplated hereby are consummated, each Lender agrees to reimburse and indemnify the Paying Agent and each Co-Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share, Share from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including attorneys’ fees and disbursements (including the allocated costs of staff counsel), and costs of appraisers and environmental consultants, of any kind or nature whatsoever that which may be imposed on, incurred by or asserted against the Paying such Agent, any Co-Administrative Agent, or any of them in their respective capacities its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents Document or any action taken or omitted by the Paying Agent, or any Co-Administrative such Agent hereunder or thereunder; provided, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (a) if the same results from the Paying Agent’s or any Co-Administrative such Agent’s gross negligence or willful misconduct, or (b) if such Lender was not given notice of the subject claim and the opportunity to participate in the defense thereof, at its expense (except that such Lender shall remain liable to the extent such failure to give notice does not result in a loss to the Lender), or (c) if the same results from a compromise and settlement agreement entered into without the consent of such Lender, which shall not be unreasonably withheld. In addition, each Lender agrees promptly upon demand to reimburse the Paying Agent and each Co-Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share for all amounts due and payable by the Borrower to the Paying such Agent or the Co-Administrative Agents, as the case may be in connection with the such Agent’s periodic audit of the Loan Borrower Affiliate Parties’ books, records and business properties properties. No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation the foregoing, each Lender shall reimburse each Agent upon demand for its Ratable Share of any costs or out of pocket expenses (including attorney costs and taxes) incurred by such Agent in connection with the Paying 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, any other Loan Document, or any document contemplated by or referred to herein, to the extent that such Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 9.6 shall survive repayment of the Co-Administrative AgentsLoan, cancellation of the Notes, any foreclosure under, or modification, release or discharge of, any or all of the Loan Documents, termination of this Agreement and the resignation or replacement of any Agent.