Common use of Reimbursement and Indemnification Clause in Contracts

Reimbursement and Indemnification. The Committed Purchasers agree to reimburse and indemnify the Collateral Agent and its respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, acting in its capacity as Collateral Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral Agent, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed Purchasers in each Purchaser Group agree to reimburse and indemnify the related Managing Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing Agent, acting in its capacity as Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by such Managing Agent, in its capacity as Managing Agent, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. The Committed Purchasers Financial Institutions agree to reimburse and indemnify the Collateral Agent, and the Financial Institutions in each Purchase Group agree to reimburse the Managing Agent for such Purchase Group, and its their respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares(a) Percentages (in the case of any reimbursement and indemnity obligations owing to its Managing Agent) or (b) ratable shares of Purchase Limit (in the case of any reimbursement and indemnity obligations owing to the Agent), to the extent not paid or reimbursed by the Seller Parties or Servicer (i) for any amounts for which the Collateral Agent, in its capacity as Agent, or any Managing Agent, acting in its capacity as Collateral a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral Agent, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed Purchasers in each Purchaser Group agree to reimburse and indemnify the related Managing Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing Agent, acting in its capacity as a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by such Managing Agent, in acting on behalf of its capacity as Managing Agentrelated Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. The Committed Purchasers Financial Institutions agree to reimburse and indemnify the Collateral Agent, and the Financial Institutions in each Purchaser Group agree to reimburse the Managing Agent for such Purchaser Group, and its their respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares(a) Percentages (in the case of any reimbursement and indemnity obligations owing to its Managing Agent) or (b) ratable shares of Purchase Limit (in the case of any reimbursement and indemnity obligations owing to the Agent), to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, acting in its capacity as Collateral Agent, or any Managing Agent, acting in its capacity as a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral Agent, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed Purchasers in each Purchaser Group agree to reimburse and indemnify the related Managing Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing Agent, acting in its capacity as a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by such Managing Agent, in acting on behalf of its capacity as Managing Agentrelated Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. The Committed Purchasers agree to reimburse and indemnify the Collateral Agent, and the Committed Purchasers in each Purchase Group agree to reimburse the Managing Agent for such Purchase Group, and its respective their officers, directors, employees, representatives and agents ratably according to their (a) Pro Rata SharesShares (in the case of any reimbursement any indemnity obligations owing to its Managing Agent) or (b) ratable shares of the Purchase Limit (in the case of any reimbursement and indemnity obligations owing to the Agent), to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, in its capacity as Agent, or any Managing Agent, acting in its capacity as Collateral a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral Agent, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed Purchasers in each Purchaser Group agree to reimburse and indemnify the related Managing Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing Agent, acting in its capacity as a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by such Managing Agent, in acting on behalf of its capacity as Managing Agentrelated Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. The Committed Purchasers agree Each of the Liquidity Banks agrees to reimburse and indemnify the Collateral its Co-Agent and its respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral such Co-Agent, acting in its capacity as Collateral Co-Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses actually incurred by the Collateral such Co-Agent, in its capacity as Collateral Agenta Co-Agent and acting on behalf of the Purchasers in its Group, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed Purchasers in In addition, each Purchaser Group agree of the Liquidity Banks agrees to reimburse and indemnify the related Managing Administrative Agent and its respective officers, directors, employees, representatives and agents ratably according to their respective Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing the Administrative Agent, acting in its capacity as Managing Administrative Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses actually incurred by such Managing the Administrative Agent, in its capacity as Managing AgentAdministrative Agent and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. The Committed Purchasers Financial Institutions agree to reimburse and indemnify the Collateral Agent, and itsthe Financial Institutions in each Purchaser Group agree to reimburse the Managing Agent for such Purchaser Group, and its their respective officers, directors, employees, representatives and agents ratably according to their Pro Rata SharesShares,(a) Percentages (in the case of any reimbursement and indemnity obligations owing to its Managing Agent) or (b) Back-Up Commitments (in the case of any reimbursement and indemnity obligations owing to the Agent), to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, in its capacity as Agent, or any Managing Agent, acting in its capacity as Collateral a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral Agent, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed Purchasers in each Purchaser Group agree to reimburse and indemnify the related Managing Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing Agent, acting in its capacity as a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by such Managing Agent, in its capacity as Managing Agentacting on behalf of theits related Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. The Committed Purchasers Financial Institutions agree to reimburse and indemnify the Collateral Agent, and the Financial Institutions in each Purchaser Group agree to reimburse the Managing Agent for such Purchaser Group, and its their respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares(a) Percentages (in the case of any reimbursement and indemnity obligations owing to its Managing Agent) or (b) Back-Up Commitments (in the case of any reimbursement and indemnity obligations owing to the Agent), to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, in its capacity as Agent, or any Managing Agent, acting in its capacity as Collateral a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral Agent, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed Purchasers in each Purchaser Group agree to reimburse and indemnify the related Managing Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing Agent, acting in its capacity as a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by such Managing Agent, in acting on behalf of its capacity as Managing Agentrelated Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. The Committed Purchasers agree to reimburse and indemnify the Collateral Agent and its respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Sharesrespective Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, acting in its capacity as Collateral Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral AgentAgent and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Each of the Committed Purchasers in each Purchaser Group agree agrees to reimburse and indemnify the related Managing its Co-Agent and its respective such Co-Agent’s officers, directors, employees, representatives and agents ratably according to their respective Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing Co-Agent, acting in its capacity as Managing a Co-Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by such Managing Co-Agent, in its capacity as Managing Agenta Co-Agent and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. (a) The Committed Purchasers Lenders agree to reimburse and indemnify the Collateral Facility Agent, the Paying Agent, the Documentation Agent and its respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, acting in its capacity as Collateral Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral Agent, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed Purchasers in each Purchaser Group agree to reimburse and indemnify the related Managing Calculation Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitments, as applicable, to the extent not paid or reimbursed by the Seller Parties Borrower (i) for any amounts for which such Agent, acting in its capacity as an Agent, is entitled to reimbursement by the Borrower hereunder and (ii) for any other expenses incurred by such Agent, in its capacity as an Agent, and acting on behalf of the Lenders or the Secured Parties, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. (b) The Committed Lenders in each Lender Group agree to reimburse and indemnify the Managing Agent for such Lender Group and its officers, directors, employees, representatives and agents ratably according to their Commitments, as applicable, to the extent not paid or reimbursed by the Borrower (i) for any amounts for which such Managing Agent, acting in its capacity as Managing Agent, is entitled to reimbursement by the Seller Parties Borrower hereunder and (ii) for any other expenses incurred by such Managing Agent, in its capacity as Managing Agent, and acting on behalf of the Lenders in its Lender Group, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. The Committed Purchasers PurchasersFinancial Institutions agree to reimburse and indemnify the Collateral Agent, and itsthe Financial Institutions in each Purchaser Group agree to reimburse the Managing Agent for such Purchaser Group, and its their respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares(a) Percentages (in the case of any reimbursement and indemnity obligations owing to its Managing Agent) or (b) Total Commitments (in the case of any reimbursement and indemnity obligations owing to the Agent), to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, in its capacity as Agent, or any Managing Agent, acting in its capacity as Collateral a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral Agent, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed Purchasers in each Purchaser Group agree to reimburse and indemnify the related Managing Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitments, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing Agent, acting in its capacity as a Managing Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by such Managing Agent, in acting on behalf of its capacity as Managing Agentrelated Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. The Committed Purchasers agree Each Funding Agent agrees to reimburse and indemnify the Collateral Agent and its respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Sharesits Purchaser Group’s Percentage, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral Agent, acting in its capacity as Collateral Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Agent, in its capacity as Collateral AgentAgent and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Each Committed Purchasers in each Purchaser Group agree agrees to reimburse and indemnify the its related Managing Funding Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitmentsits Pro Rata Share, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing Funding Agent, acting in its capacity as Managing Funding Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by such Managing Funding Agent, in its capacity as Managing AgentFunding Agent and acting on behalf of the Purchasers in its Purchaser Group, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

Reimbursement and Indemnification. (a) The Committed Purchasers Financial Institutions in the Falcon Group agree to reimburse and indemnify the Collateral Falcon Agent and its respective officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which the Collateral Falcon Agent, acting in its capacity as Collateral such Agent, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by the Collateral Falcon Agent, in its capacity as Collateral Agentsuch and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents. The Committed Purchasers . (b) Each of the Financial Institutions in each Purchaser the Falcon Group and Fifth Third agree to reimburse and indemnify the related Managing Administrative Agent and its respective officers, directors, employees, representatives and agents ratably according to their Commitmentsrespective Commitments or Liquidity Commitments as applicable, to the extent not paid or reimbursed by the Seller Parties (i) for any amounts for which such Managing the Administrative Agent, acting in its capacity as Managing Agentsuch, is entitled to reimbursement by the Seller Parties hereunder and (ii) for any other expenses incurred by such Managing the Administrative Agent, in its capacity as Managing Agentsuch and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.