Common use of Costs, Expenses and Indemnification Clause in Contracts

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay on demand (whether or not the transactions contemplated by this Agreement are consummated) (i) all reasonable costs and expenses of each Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of the Loan Documents, including, without limitation, (A) all reasonable out-of-pocket due diligence, transportation, computer, printing, bank meeting, duplication, appraisal, audit, search, filing and recording fees and expenses and, with the prior approval of the Borrower, insurance and consultant fees, and (B) the reasonable fees and expenses of counsel with respect thereto, with respect to advising them as to their rights and responsibilities, or the perfection, protection or preservation of rights, or interests, under the Loan Documents, with respect to negotiations with the Borrower or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting, claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto and (ii) all costs and expenses of the Agents and the Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Lender with respect thereto). (b) The Borrower agrees to indemnify and hold harmless each Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that are actually incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Borrower's use of the proceeds of any Advance, (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries or (iii) the Facility or Loan Documents or any Indemnified Person's role in connection therewith, in each case whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, directors, shareholders or creditors or an Indemnified Party, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (c) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel (including the allocated cost of in-house counsel) and indemnities, such amount may be paid on behalf of the Borrower by the Administrative Agent or any Lender, in its sole discretion, and such amount shall be reimbursed by the Borrower.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay on demand (whether or not the transactions contemplated by this Agreement are consummated) (i) all reasonable costs and expenses of each the Administrative Agent and the Lenders in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of the Loan Documents, Basic Documents including, without limitation, (A) all reasonable out-of-pocket due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, printing, bank meeting, duplication, appraisal, auditinsurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses andand all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable and documented fees and expenses of Milbank, with Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to Citibank, and Blake, Xxxxxxx & Xxxxxxx, special Canadian counsel to the prior approval Administrative Agent, but not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the Borrowertransactions contemplated by this Agreement are consummated, insurance and consultant fees, and (B) the reasonable and documented fees and expenses of counsel for the Administrative Agent with respect thereto, with respect to advising them the Administrative Agent as to their its rights and responsibilities, or the perfection, protection or preservation of rights, rights or interests, under the Loan Basic Documents, and (C) with respect to negotiations with the Borrower any Obligor or with other creditors of the Borrower any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting, presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto thereto) and (ii) all costs and expenses of the Agents Administrative Agent and the Lenders in connection with the enforcement of the Loan Basic Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent and each Lender with respect thereto). (b) The Borrower agrees to indemnify and hold harmless each the Administrative Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified ----------- Party") from and against any and all claims, damages, losses, liabilities and ----- expenses (including, without limitation, reasonable fees and expenses of counsel) that are actually may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Borrower's use of the proceeds of any Advance, (ii) U.K. Nitrogen Acquisition or the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries owned by an Obligor or any Environmental Action relating in any way to the Borrower any Obligor or any of its Subsidiaries or (iii) the Facility or Loan Documents or any Indemnified Person's role in connection therewithSubsidiaries, in each case whether or not such investigation, litigation or proceeding is brought by the Borrower or any of Obligor, its Subsidiaries, directors, shareholders or creditors or an Indemnified Party, whether Party or not any Indemnified Party is otherwise a party thereto and whether or not the U.K. Nitrogen Acquisition or the other transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower also agrees not to assert any claim against the Administrative Agent any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the U.K. Nitrogen Acquisition or any part thereof or the other transactions contemplated herein or in any other Basic Document or the actual or proposed use of the proceeds of the Advances. For purposes of this Section 9.04(b), the term "non-appealable" includes any judgment as to which all appeals have been taken or as to which the time for taking an appeal shall have expired. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by 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 or Conversion pursuant to Section 2.03, 2.05, 2.07(b)(i) or 2.08(d) or as the result of acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, 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 that it may reasonably incur as a result of such payment, including, without limitation, any loss (including 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. (d) If any Obligor fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, reasonable and documented fees and expenses of counsel (including the allocated cost of in-house counsel) and indemnities, such amount may be paid on behalf of the Borrower such Obligor by the Administrative Agent or any Lender, in its sole discretion, and such amount shall be reimbursed by the Borrower.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay on demand (whether or not the transactions contemplated by this Agreement are consummated) (i) all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of the Loan Documents, Documents including, without limitation, (A) all reasonable out-of-pocket due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, printing, bank meeting, duplication, appraisal, auditinsurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses andand all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable fees and expenses of Milbank, with Tweed, Xxxxxx & XxXxxx, special counsel to the prior approval Administrative Agent) whether or not any of the Borrowertransactions contemplated by this Agreement are consummated, insurance and consultant fees, and (B) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto, with respect to advising them the Administrative Agent as to their its rights and responsibilities, or the perfection, protection or preservation of rights, rights or interests, under the Loan Documents, and (C) with respect to negotiations with the Borrower or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may reasonably be expected to give rise to a Default and with respect to presenting, presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto thereto) and (ii) all costs and expenses of the Agents Administrative Agent, the Issuing Banks, Swing Line Lenders and the Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent Agent, each Issuing Bank, each Swing Line Lender and each Lender with respect thereto). (b) The Borrower agrees to indemnify and hold harmless the Administrative Agent, each Agent Issuing Bank, each Swing Line Lender and each Lender and each of their Affiliates and their officers, directors, employees, agents agents, advisors and advisors representatives (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that are actually may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Borrower's use of Loan Documents, the proceeds of Spin-Off or any Advance, (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower part thereof or any of its Subsidiaries the other transactions contemplated hereby or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries or (iii) the Facility or Loan Documents or any Indemnified Person's role in connection therewiththereby, in each case whether or not such investigation, litigation or proceeding is brought by the Borrower or any of Borrower, its Subsidiaries, directors, shareholders or creditors or an Indemnified Party, whether Party or not any Indemnified Party is otherwise a party thereto and whether or not the Spin-Off or the other transactions contemplated hereby or thereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. The Borrower also agrees not to assert any claim against the Administrative Agent, any Issuing Bank, any Swing Line Lender, any Lender, any of their Affiliates or any of their respective directors, officers, employees, attorneys, agents or representatives on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Spin-Off or any part thereof or the other transactions contemplated herein or in any other Loan Document or the actual or proposed use of the proceeds of the Advances or Letters of Credit. For purposes of this Section 8.04(b), the term "non-appealable" includes any judgment as to which all appeals have been taken or as to which the time for taking an appeal shall have expired. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by 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 or Conversion pursuant to Section 2.03, 2.05, 2.07, 2.10(a), 2.10(b)(i) or 2.11(d) or as the result of acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, 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 that it may 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. (d) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, reasonable fees and expenses of counsel (including the allocated cost of in-house counsel) and indemnities, such amount may be paid on behalf of the Borrower by the Administrative Agent or any Lender, in its sole discretion, and such amount shall be reimbursed by the Borrower.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay on demand (whether or not the transactions contemplated by this Agreement are consummated) (i) all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of the Loan Documents, including, without limitation, (A) all reasonable out-of-pocket due diligence, transportation, computer, printing, bank meeting, duplication, appraisal, audit, search, filing and recording fees and expenses and, with the prior approval of the Borrower, insurance and consultant fees, and (B) the reasonable fees and expenses of counsel with respect thereto, with respect to advising them the Administrative Agent as to their rights and responsibilities, or the perfection, protection or preservation of rights, or interests, under the Loan Documents, with respect to negotiations with the Borrower or the Guarantor or with other creditors of the Borrower or the Guarantor or any of its their respective Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting, claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto and (ii) all costs and expenses of the Agents Administrative Agent and the Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Lender with respect thereto). (b) The Borrower agrees and the Guarantor agree to indemnify and hold harmless each the Administrative Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counselcounsel and settlement costs) that are actually incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Borrower's use of the proceeds of any Advance, (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower Borrower, the Guarantor or any of its their respective Subsidiaries or any Environmental Action relating in any way to the Borrower Borrower, the Guarantor or any of its their respective Subsidiaries or (iii) the Facility or Loan Documents or any Indemnified Person's role in connection therewith, in each case whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, directors, shareholders or creditors or an Indemnified Party, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (c) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel (including the allocated cost of in-house counsel) and indemnities, such amount may be paid on behalf of the Borrower by the Administrative Agent or any Lender, in its sole discretion, and such amount shall be reimbursed by the Borrower.

Costs, Expenses and Indemnification. (a) The Borrower Company agrees to pay on demand (whether or not the transactions contemplated by this Agreement are consummated) (i) all reasonable costs and expenses of each Agent the Administrative Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of the Loan Documents, Documents including, without limitation, (A) all reasonable out-of-pocket due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, printing, bank meeting, duplication, appraisal, auditinsurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses andand all other reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable fees and expenses of Milbank, with the prior approval Tweed, Xxxxxx & XxXxxx, special counsel to CUSA) whether or not any of the Borrowertransactions contemplated by this Agreement are consummated, insurance and consultant fees, and (B) the reasonable fees and expenses of counsel for the Administrative Agent with respect thereto, with respect to advising them the Administrative Agent as to their its rights and responsibilities, or the perfection, protection or preservation of rights, rights or interests, under the Loan Documents, and (C) with respect to negotiations with the Borrower any Obligor or with other creditors of the Borrower any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting, presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto thereto) and (ii) all costs and expenses of the Agents Administrative Agent, the Issuing Banks and the Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent Agent, each Issuing Bank and each Lender with respect thereto). (b) The Borrower Company agrees to indemnify and hold harmless each Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") Party from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that are actually may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Borrower's use of the proceeds of any Advance, (ii) Credit Agreement Transactions or the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries owned by an Obligor or any Environmental Action Claim relating in any way to the Borrower any Obligor or any of its Subsidiaries or (iii) the Facility or Loan Documents or any Indemnified Person's role in connection therewithSubsidiaries, in each case whether or not such investigation, litigation or proceeding is brought by the Borrower or any of Obligor, its Subsidiaries, directors, shareholders or creditors or an Indemnified Party, whether Party or not any Indemnified Party is otherwise a party thereto and whether or not the Credit Agreement Transactions or the other transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower Company to or for the account of a relevant Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.03, 2.05, 2.08(b)(i) or 2.09(d) or as the result of acceleration of the maturity of the Notes pursuant to Section 7.01 or for any other reason, the Company 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 that 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. (d) If any Obligor fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, reasonable fees and expenses of counsel (including the allocated cost of in-house counsel) and indemnities, such amount may be paid on behalf of the Borrower such Obligor by the Administrative Agent or any Lender, in its sole discretion, and such amount shall be reimbursed by the Borrower.

Costs, Expenses and Indemnification. (a) The Each Borrower agrees to pay on demand (whether or not the transactions contemplated by this Agreement are consummated) (i) all reasonable costs and expenses of each Agent the Agent, the Issuing Banks and the Lenders in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of the Loan Documents, Documents including, without limitation, (A) all reasonable out-of-pocket due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, printing, bank meeting, duplication, appraisal, auditinsurance, consultant, search, filing and recording fees and expenses, ongoing audit expenses andand all other reasonable out-of-pocket expenses incurred by the Agent (including the reasonable and documented fees and expenses of Milbank, with Tweed, Xxxxxx & XxXxxx, special counsel to the prior approval Agent, but not, under this clause (A) or clause (B) below, of any other counsel) whether or not any of the Borrowertransactions contemplated by this Agreement are consummated, insurance and consultant fees, and (B) the reasonable and documented fees and expenses of counsel for the Agent with respect thereto, with respect to advising them the Credit Agreement ---------------- Agent as to their its rights and responsibilities, or the perfection, protection or preservation of rights, rights or interests, under the Loan Documents, and (C) with respect to negotiations with the Borrower any Obligor or with other creditors of the Borrower any Obligor or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may reasonably be expected to give rise to a Default or Event of Default and with respect to presenting, presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto thereto) and (ii) all costs and expenses of the Agents Agent, the Issuing Banks and the Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable and documented fees and expenses of counsel for the Administrative Agent Agent, each Issuing Bank and each Lender with respect thereto). (b) The Each Borrower agrees to indemnify and hold harmless the Agent, each Agent Issuing Bank and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that are actually may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Borrower's use of the proceeds of Reorganization Transaction or any Advancepart thereof, (ii) the SPU Redemption or any part thereof, (iii) the Transactions (as defined in the Original Credit Agreement) or any part thereof, including, without limitation, the Initial Merger and the Second Merger referred to therein and any of the other transactions contemplated thereby (collectively, the "Merger Transactions") or (iv) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries owned by an Obligor or any Environmental Action relating in any way to the Borrower any Obligor or any of its Subsidiaries or (iii) the Facility or Loan Documents or any Indemnified Person's role in connection therewithSubsidiaries, in each case whether or not such investigation, litigation or proceeding is brought by the Borrower or any of Obligor, its Subsidiaries, directors, shareholders or creditors or an Indemnified Party, whether Party or not any Indemnified Party is otherwise a party thereto and whether or not the Reorganization Transaction, the SPU Redemption or the other transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. Each Borrower also agrees not to assert any claim against the Agent, any Issuing Bank, any Lender, any of their Affiliates, or any of their respective directors, officers, Credit Agreement ---------------- employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Reorganization Transaction or any part thereof, the SPU Redemption or any part thereof, the Merger Transactions or any part thereof or the other transactions contemplated herein or in any other Loan Document or the actual or proposed use of the proceeds of the Advances. For purposes of this Section 9.04(b), the term "non-appealable" includes any judgment as to which all appeals have been taken or as to which the time for taking an appeal shall have expired. (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by a Borrower to or for the account of a relevant Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.03, 2.05, 2.08(b)(i) or 2.09(d) or as the result of 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 Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment, including, without limitation, any loss (including 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. (d) If any Obligor fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, reasonable and documented fees and expenses of counsel (including the allocated cost of in-house counsel) and indemnities, such amount may be paid on behalf of the Borrower such Obligor by the Administrative Agent or any Lender, in its sole discretion, and such amount shall be reimbursed by the Borrower.

Costs, Expenses and Indemnification. (a) The Borrower agrees to pay on demand (whether or not the transactions contemplated by this Agreement are consummated) (i) all reasonable costs and expenses of each the Administrative Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of the Loan Documents, including, without limitation, (A) all reasonable out-of-pocket due diligence, transportation, computer, printing, bank meeting, duplication, appraisal, audit, search, filing and recording fees and expenses and, with the prior approval of the Borrower, insurance and consultant fees, and (B) the reasonable fees and expenses of counsel with respect thereto, with respect to advising them as to their rights and responsibilities, or the perfection, protection or preservation of rights, or interests, under the Loan Documents, with respect to negotiations with the Borrower or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting, claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto and (ii) all costs and expenses of the Agents Administrative Agent and the Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Lender with respect thereto). (b) The Borrower agrees to indemnify and hold harmless each the Administrative Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that are actually incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Borrower's use of the proceeds of any Advance, (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries or (iii) the Facility or Loan Documents or any Indemnified Person's role in connection therewith, in each case whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, directors, shareholders or creditors or an Indemnified Party, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (c) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel (including the allocated cost of in-house counsel) and indemnities, such amount may be paid on behalf of the Borrower by the Administrative Agent or any Lender, in its sole discretion, and such amount shall be reimbursed by the Borrower.