Common use of Reimbursement and indemnity by Banks Clause in Contracts

Reimbursement and indemnity by Banks. Each Bank shall reimburse the Security Trustee, the Agent and the Swingline Bank and the Overdraft Bank (rateably in accordance with such Bank's Commitment or Contribution), to the extent that the Security Trustee, the Agent, the Swingline Bank or the Overdraft Bank (as the case may be) is not reimbursed by the Borrowers, for the costs, charges and expenses incurred by the Security Trustee, the Agent, the Swingline Bank or the Overdraft Bank in connection with or in contemplation of, the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, or in carrying out its duties under, this Agreement and/or any Security Document including (in each case) the fees and expenses of legal or other professional advisers except to the extent that the costs, charges or expenses arise from the gross negligence or wilful misconduct of the Agent, the Security Trustee, the Swingline Bank or the Overdraft Bank. Each Bank shall on demand indemnify the Agent, the Security Trustee, the Swingline Bank and the Overdraft Bank (rateably in accordance with its Commitment or Contribution) against all liabilities, damages, costs and claims whatsoever incurred by the Agent, the Security Trustee, the Swingline Bank or the Overdraft Bank (as the case may be) in connection with this Agreement or the performance of its duties under this Agreement and/or any Security Document or any action taken or omitted by the Agent, the Security Trustee or the Swingline Bank or the Overdraft Bank (as the case may be) under this Agreement, unless such liabilities, damages, costs or claims arise from the Agent's, the Security Trustee's, the Swingline Bank's or the Overdraft Bank's (as the case may be) own gross negligence or wilful misconduct.

Reimbursement and indemnity by Banks. Each Bank shall reimburse the Security TrusteeArrangers, the Agent Security Trustee and the Swingline Bank and the Overdraft Bank Agent (rateably in accordance with such Bank's Commitment or Contribution(a) at any time prior to the First Drawdown Date, its Commitments and (b) at any time thereafter, the aggregate of its Available Commitments and its Contributions), to the extent that the Security Trusteerelevant Arranger, the Agent, the Swingline Bank Security Trustee or the Overdraft Bank (as the case may be) Agent is not reimbursed by the Borrowersany Borrower, for the costs, charges and expenses reasonably incurred by the Security Trusteerelevant Arranger, the Agent, Security Trustee and the Swingline Bank or the Overdraft Bank Agent in connection with or in contemplation of, the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, or in carrying out its duties under, this Agreement and/or under any Security Document of the Finance Documents including (in each case) the fees and expenses of legal or other professional advisers except to the extent that the costs, charges or expenses arise from the gross negligence or wilful misconduct of the Agent, the Security Trustee, the Swingline Bank or the Overdraft Bankadvisers. Each Bank shall on demand indemnify the Agent, Agent and the Security Trustee, the Swingline Bank and the Overdraft Bank Trustee (rateably in accordance with (i) at any time prior to the First Drawdown Date, its Commitment or ContributionCommitments and (ii) at any time thereafter, the aggregate of its Available Commitments and its Contributions) against all liabilities, Back to Contents damages, costs and claims whatsoever reasonably incurred by the Agent, Agent or the Security Trustee, the Swingline Bank or the Overdraft Bank (as the case may be) Trustee in connection with this Agreement any of the Finance Documents or the performance of its duties under this Agreement and/or any Security Document the Finance Documents or any action taken or omitted by the Agent, Agent or the Security Trustee or under any of the Swingline Bank or the Overdraft Bank (as the case may be) under this AgreementFinance Documents, unless such liabilities, damages, costs or claims arise from the Agent's’s or, the Security Trustee's, the Swingline Bank's or the Overdraft Bank's (as the case may be) , the Security Trustee’s own gross negligence or wilful misconductmisconduct and such indemnity shall not extend to the costs, charges and expenses incurred in connection with the negotiation, preparation, syndication and execution of the Finance Documents and distribution of the Information Memorandum and advertising in connection with this Agreement. Each Borrower shall counter-indemnify the Banks against all payments by them under this clause 17.12.

Reimbursement and indemnity by Banks. Each Bank shall reimburse the Security Trustee, the Common Security Trustee, the Agent and the Swingline Bank and the Overdraft Bank (rateably in accordance with such Bank's Commitment or Contribution), to the extent that the Security Trustee, the Common Security Trustee, the Agent, the Swingline Bank or the Overdraft Bank (as the case may be) is not reimbursed by the Borrowers, for the costs, charges and expenses incurred by the Security Trustee, the Common Security Trustee, the Agent, the Swingline Bank or the Overdraft Bank in connection with or in contemplation of, the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, or in carrying out its duties under, this Agreement and/or any Security Document the Bank Finance Documents including (in each case) the fees and expenses of legal or other professional advisers except to the extent that the costs, charges or expenses arise from the gross negligence or wilful misconduct of the Agent, the Security Trustee, the Common Security Trustee, the Swingline Bank or the Overdraft Bank. Each Bank shall on demand indemnify the Agent, the Security Trustee, the Common Security Trustee, the Swingline Bank and the Overdraft Bank (rateably in accordance with its Commitment or Contribution) against all liabilities, damages, costs and claims whatsoever incurred by the Agent, the Security Trustee, the Common Security Trustee, the Swingline Bank or the Overdraft Bank (as the case may be) in connection with this Agreement the Bank Finance Documents or the performance of its duties under this Agreement and/or any Security Document Bank Finance Documents or any action taken or omitted by the Agent, the Security Trustee, the Common Security Trustee or the Swingline Bank or the Overdraft Bank (as the case may be) under this Agreementany Bank Finance Documents, unless such liabilities, damages, costs or claims arise from the Agent's, the Security Trustee's, the Common Security Trustee's, the Swingline Bank's or the Overdraft Bank's (as the case may be) own gross negligence or wilful misconduct.