Common use of Costs and Expenses; Damage Waiver Clause in Contracts

Costs and Expenses; Damage Waiver. (a) The Company shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Banks (including the reasonable fees, charges and disbursements of any outside counsel for the Administrative Agent, any Lender or the Issuing Banks), in connection with the enforcement of its rights in connection with this Agreement and the other Loan Documents. (b) If any payment of principal of any Eurodollar Rate Advance is made by any Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment pursuant to Section 2.09(b), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Each Lender demanding payment of such amount shall provide, at the time of making such demand, the applicable Borrower and the Administrative Agent with reasonable details, including the basis for the calculation thereof, of such increase, provided that, in the absence of manifest error, the amount so notified shall be conclusive and binding upon such Borrower. (c) Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Costs and Expenses; Damage Waiver. (a) The Company shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arrangers and its their respective Affiliates in connection with (x) the structuring, arrangement and syndication of the Commitments (including the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent), the Arrangers and their respective Affiliates and, if necessary, one local counsel in connection with each appropriate jurisdiction) and (y) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (thereof, whether or not the transactions contemplated hereby or thereby shall be consummatedconsummated (including the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent, the Arrangers and their respective Affiliates), and (ii) all reasonable out of pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, Agent or any Lender or the Issuing Banks (including the reasonable fees, charges and disbursements of any outside counsel for the Administrative Agent, Agent or any Lender or the Issuing BanksLender), in connection with the enforcement of its rights in connection with this Agreement and the other Loan Documents. (b) If any payment of principal of any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment pursuant to Section 2.09(b), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reasonreason (including as a result of the replacement of such Lender in accordance with Section 2.17(b)), such the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Each Lender demanding payment of such amount shall provide, at the time of making such demand, the applicable Borrower and the Administrative Agent with reasonable details, including the basis for the calculation thereof, of such increase, provided that, in the absence of manifest error, the amount so notified shall be conclusive and binding upon such the Borrower. (c) Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Costs and Expenses; Damage Waiver. (a) The Company Borrower shall pay (i) all reasonable out of and documented out-of-pocket expenses incurred by the Administrative Agent Agent, the Arranger and its their respective Affiliates in connection with (x) the structuring, arrangement and syndication of the Commitments (including the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent), the Arranger and their respective Affiliates and, if necessary, one local counsel in connection with each appropriate jurisdiction) and (y) the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (thereof, whether or not the transactions contemplated hereby or thereby shall be consummated)consummated (including the reasonable and documented fees, charges and disbursements of one outside counsel for the Administrative Agent, the Arranger and their respective Affiliates) and (ii) all reasonable out of pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of out-of-pocket expenses incurred by the Administrative Agent, Agent or any Lender or the Issuing Banks (including the reasonable fees, charges and disbursements of any outside counsel for the Administrative Agent, Agent or any Lender or the Issuing BanksLender), in connection with the enforcement of its rights in connection with this Agreement and the other Loan Documents. (b) If any payment of principal of any Eurodollar Rate Advance is made by any the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment pursuant to Section 2.09(b)2.09, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reasonreason (including as a result of the replacement of such Lender in accordance with Section 2.04(c) or Section 2.17(b)), such the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Each Lender demanding payment of such amount shall provide, at the time of making such demand, the applicable Borrower and the Administrative Agent with reasonable details, including the basis for the calculation thereof, of such increase, provided that, in the absence of manifest error, the amount so notified shall be conclusive and binding upon such the Borrower. (c) Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.