Common use of The Agent's Reimbursement and Indemnification Clause in Contracts

The Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify each Agent ratably in proportion to their respective Commitment (or, if the Commitments have been terminated, in proportion to their Commitment immediately prior to such termination) (a) for any amounts not reimbursed by the Borrowers for which such Agent is entitled to reimbursement by the Borrowers under the Loan Documents, (b) for any other expenses incurred by such Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration, and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by such Agent in connection with any dispute between such Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such Agent’s gross negligence or willful misconduct), and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against such Agent in connection with any dispute between such Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such Agent’s gross negligence or willful misconduct), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (y) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Agent and (z) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

The Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify each the Agent ratably in proportion to their respective Commitment Commitments (or, if the Commitments have been terminated, in proportion to their Commitment immediately prior to such termination) (ai) for any amounts not reimbursed by the Borrowers Borrower for which such the Agent is entitled to reimbursement by the Borrowers Borrower under the Loan Documents, (bii) for any other expenses incurred by such the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by such Agent in connection with any dispute between such Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such Agent’s gross negligence or willful misconduct), and (ciii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against such Agent in connection with any dispute between such Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such Agent’s gross negligence or willful misconduct)thereby, or the enforcement of any of the terms of the Loan Documents thereof or of any such other documents, provided PROVIDED that (y) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted arisen solely from the gross negligence Gross Negligence or willful misconduct of such Agent and (z) any indemnification required pursuant to Section 3.5(g) shallthe Agent. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION 11.8 TO APPLY AND PROTECT THE AGENT FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, notwithstanding the provisions of this Section 10.8WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this AgreementCONTRIBUTING OR CONCURRING CAUSE OF ANY CLAIM.

The Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify each Agent the Agent, ratably in proportion to their respective Commitment (orCommitments, if the Commitments have been terminated, in proportion to their Commitment immediately prior to such termination) for (a) for any amounts not reimbursed by the Borrowers for which such the Agent is entitled to reimbursement by the Borrowers under this Agreement or the other Loan Documents, (b) for any other expenses incurred by such the Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration, and amendment, waiver and/or enforcement of this Agreement and the other Loan Documents (including, without limitation, for any expenses incurred by such Agent in connection with any dispute between such Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such Agent’s gross negligence or willful misconduct)Documents, and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such the Agent in any way relating to or arising out of this Agreement or the other Loan Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against such Agent in connection with any dispute between such Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such Agent’s gross negligence or willful misconduct)thereby, or the enforcement of any of the terms of the Loan Documents hereof or of any such other documentsthereof, provided that (y) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted that they arise from the gross negligence or willful misconduct of such the Agent. If any indemnity furnished to the Agent and (z) for any indemnification required pursuant to Section 3.5(g) purpose shall, notwithstanding in the provisions opinion of this Section 10.8the Agent, be paid by insufficient or become impaired, the relevant Lender in accordance with Agent may call for additional indemnity and cease, or not commence, to do the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreementaction indemnified against until such additional indemnity is furnished.

The Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify each the Agent ratably in proportion to their respective Revolving Commitment (or, if the Revolving Commitments have been terminated, in proportion to their Revolving Commitment immediately prior to such termination) ) (a) for any amounts not reimbursed by the Borrowers for which such the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, (b) for any other expenses incurred by such the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration, and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by such the Agent in connection with any dispute between such the Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such the Agent’s 's gross negligence or willful misconduct), and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against such the Agent in connection with any dispute between such the Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such the Agent’s 's gross negligence or willful misconduct), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (y) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such the Agent and (z) any indemnification required pursuant to Section 3.5(g) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement.

The Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify each Agent the Agent, ratably in proportion to their respective Commitment Commitments, for (or, if the Commitments have been terminated, in proportion to their Commitment immediately prior to such terminationi) (a) for any amounts not reimbursed by the Borrowers for which such the Agent is entitled to reimbursement by the Borrowers under this Agreement or the other Loan Documents, (bii) for any other expenses incurred by such the Agent on behalf of the Lenders, Lenders in connection with the preparation, execution, delivery, administration, and amendment, waiver and/or enforcement of this Agreement and the other Loan Documents (including, without limitation, for any expenses incurred by such Agent in connection with any dispute between such Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such Agent’s gross negligence or willful misconduct)Documents, and (ciii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such the Agent in any way relating to or arising out of this Agreement or the other Loan Documents or any other document delivered in connection therewith or the transactions any transaction contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against such Agent in connection with any dispute between such Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such Agent’s gross negligence or willful misconduct)thereby, or the enforcement of any of the terms of the Loan Documents hereof or of any such other documentsthereof, provided that (y) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted that they arise from the gross negligence or willful misconduct of such the Agent. If any indemnity furnished to the Agent and (z) for any indemnification required pursuant to Section 3.5(g) purpose shall, notwithstanding in the provisions opinion of this Section 10.8the Agent, be paid by insufficient or become impaired, the relevant Lender in accordance with Agent may call for additional indemnity and cease, or not commence, to do the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreementaction indemnified against until such additional indemnity is furnished.

The Agent's Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify each the Administrative Agent, the Documentation and Collateral Agent, the Co- Administrative Agent and the Syndication Agent ratably in proportion to their respective Commitment Pro Rata Shares (or, if the Commitments have been terminated, in proportion to their Commitment immediately prior to such termination) (ai) for any amounts not reimbursed by the Borrowers for which such the Administrative Agent or the Co-Administrative Agent is entitled to reimbursement or indemnification by the Borrowers under the Loan Documents, (bii) for any other expenses incurred by such the Administrative Agent or the Documentation and Collateral Agent or the Co-Administrative Agent or the Syndication Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by such Agent in connection with any dispute between such Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising including as a result of such a dispute among the Lenders or between any Lender and the Administrative Agent or the Documentation and Collateral Agent’s gross negligence or willful misconduct), and (ciii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against such the Administrative Agent or the Documentation and Collateral Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against such Agent in connection with any dispute between such Agent and any Lender or between two or more of the Lenders, but excluding any such expenses arising as a result of such Agent’s gross negligence or willful misconduct)thereby, or the enforcement of any of the terms of the Loan Documents thereof or of any such other documents, including as a result of a dispute among the Lenders or between any Lender and the Administrative Agent or the Documentation and Collateral Agent, provided that (y) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted arisen solely from the gross negligence Gross Negligence or willful misconduct of such the Administrative Agent or the Documentation and (z) any indemnification required pursuant to Section 3.5(g) shallCollateral Agent, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreementas applicable.