Common use of Reimbursement and Indemnity Clause in Contracts

Reimbursement and Indemnity. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees (including the allocated costs of in-house legal counsel) and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Credit Document or any action taken or omitted by it or any of them under this Agreement or any other Credit Document, to the extent the same shall not have been reimbursed by the Borrower or any other Credit Party, provided that no Lender shall be liable to an Agent or any such other indemnified person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent or any of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each the Issuing Bank and its directors, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agents.

Reimbursement and Indemnity. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees (including the allocated costs of in-house legal counsel) and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Credit Document or any action taken or omitted by it or any of them under this Agreement or any other Credit Document, to the extent the same shall not have been reimbursed by the Borrower or any other Credit PartyBorrower, provided PROVIDED that no Lender shall be liable to an Agent or any such other indemnified person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent or any of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each the Issuing Bank and its directors, officers, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agents.

Reimbursement and Indemnity. Each Lender Depositor hereby agrees to (ai) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder) of any Trustee for all reasonable expenses incurred for the benefit of the Lenders by the Agents, including counsel fees (including the allocated costs reasonable fees and expenses of in-house legal counselcounsel and other experts), (ii) and compensation of agents and employees paid for services rendered on behalf of the Lendersindemnify, that shall not have been reimbursed by the Borrower and (b) to indemnify defend and hold harmless each Agent the Trustee and any of its the officers, directors, officersemployees and agents of the Trustee (collectively, employees or agentsincluding the Trustee in its individual capacity, on demand, in the amount of such pro rata share, "Indemnified Persons") from and against any and all liabilities, taxes, obligations, losses, damages, penaltiesliabilities, claims, actions, judgments, suits, costs, expenses, disbursements (including the reasonable fees and expenses or disbursements of counsel), taxes and penalties of any kind or and nature whatsoever that may be imposed on(collectively, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Credit Document or any action taken or omitted by it or any of them under this Agreement or any other Credit Document"Expenses"), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the same performance of this Agreement, the creation, operation, administration or termination of the Trust, or the transactions contemplated hereby; provided, however, that neither Depositor shall not have been reimbursed be required to indemnify an Indemnified Person for Expenses to the extent such Expenses result from the willful misconduct, bad faith or gross negligence of such Indemnified Person, and (iii) advance to each such Indemnified Person Expenses (including reasonable fees and expenses of counsel) incurred by such Indemnified Person, in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Borrower Depositors of an undertaking, by or any other Credit Partyon behalf of such Indemnified Person, provided that no Lender to repay such amount if it shall be liable determined that such Indemnified Person is not entitled to an Agent be indemnified therefor under this Section 8. The obligations of the Depositors under this Section 8 shall survive the resignation or removal of any such other indemnified person for Trustee, shall survive the termination, amendment, supplement, and/or restatement of this Agreement, and shall survive the transfer by the Depositors of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent or any all of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each interest in the Issuing Bank and its directors, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the AgentsTrust.

Reimbursement and Indemnity. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees (including the allocated costs of in-house legal counsel) and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Credit Document or any action taken or omitted by it or any of them under this Agreement or any other Credit Document, to the extent the same shall not have been reimbursed by the Borrower or any other Credit PartyBorrower; provided, provided however, that no Lender shall be liable to an Agent or any such other indemnified person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent or any of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each the Issuing Bank and its directors, officers, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agents.

Reimbursement and Indemnity. Each Lender agrees The Obligors agree to (ai) to pay and reimburse the Agents, on demand, in Guarantor for the full amount of its pro rata share (based on its Commitments hereunder) of any expenses incurred for the benefit of the Lenders payment made by the Agents, including counsel fees (including the allocated costs of in-house legal counsel) and compensation of agents and employees paid for services rendered or on behalf of the LendersGuarantor pursuant to the Indentures and/or the Guarantees (the obligations set forth in this clause (i), that shall not have been reimbursed by the Borrower “Reimbursement Obligations”), and (bii) to pay, indemnify and hold harmless each Agent reimburse the Guarantor and any of its affiliates, and their respective officers, directors, officersemployees, employees or agentsshareholders, on demandmembers, in the amount of such pro rata shareattorneys and other advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against against, any and all other liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted with respect to the enforcement against it in its capacity as Agent or any the Obligors of them in any way relating to or arising out of this Agreement or any other Credit Document or any action taken or omitted by it or any of them their obligations under this Agreement (including the reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights against the Obligors under this Agreement, including the actual and reasonable fees and disbursements of counsel to the Guarantor). All amounts due under this Section 1 (collectively, the “Reimbursement and Indemnification Obligations”) shall be due and payable immediately on demand (provided, that all such obligations shall be automatically due and payable without demand therefor in the event any such demand is prohibited by applicable law). If the Obligors shall fail to pay any amounts as and when due under this Section 1, the Obligors agree to pay the Guarantor or such other Credit DocumentIndemnitee interest or fees at the default rate that would at the time be applicable to the Guaranteed Obligations, on any and all amounts owed to the Guarantor under this Agreement in respect of the Reimbursement and Indemnification Obligations (in the case of any payment in respect of interest on interest, to the extent permitted applicable law) from the same date such amounts became due pursuant to this Section 1 to, but not including, the date of payment in full in cash. Further, if the Obligors shall not have been reimbursed fail to pay any amounts as and when due under this Section 1, then the Guarantor may, without notice to the Obligors, except as required by law, and at any time or from time to time charge, set off and otherwise apply all or part of the Reimbursement and Indemnification Obligations owed and unpaid against any amounts owed by the Borrower or any other Credit Party, provided that no Lender shall be liable to an Agent or any such other indemnified person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent Guarantor or any of its directorssubsidiaries (other than the Obligors or any of their respective subsidiaries) to the Obligors or any of their respective subsidiaries (other than amounts owed by the Guarantor or any of its subsidiaries to any subsidiary of the Obligors that is subject to regulation as an insurance company, officersa registered investment adviser, employees a registered broker-dealer or agentsa registered investment company). Each Revolving Credit Lender The Guarantor agrees to reimburse each promptly notify the Issuing Bank Obligors if Guarantor has exercised this right of set-off, and its directors, employees and agents, in each case, such notice shall include reasonable details with respect to the same extent amounts used for set-off and subject the applicable contractual obligations upon which Guarantor has based its ability to set-off. The obligations of the same limitations Obligors are in addition to all rights of reimbursement, indemnity and subrogation as provided above the Guarantor has under applicable law or equity, but for the Agentsavoidance of doubt, there shall be no requirement for the Obligors to pay any duplicative amounts.