Common use of Costs, Expenses and Indemnification Clause in Contracts

Costs, Expenses and Indemnification. (a) The Company agrees to pay and reimburse on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect hereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder. The Company further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of the Administrative Agent and each of the Banks), incurred by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.04(a). The Company shall not be responsible to reimburse any Bank for the costs of the appointment by such Bank of a Confirming Bank. (b) The Company hereby indemnifies the Administrative Agent, Citigroup Global Markets Inc., Banc of America Securities LLC and X.X. Xxxxxx Securities Inc. as Joint Lead Arrangers and Joint Book Managers, each Bank, each Issuing Bank and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, whether or not such investigation, litigation or proceeding is brought by the Company, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such claim, damage, loss, liability or expense results from such Indemnified Party's gross negligence or willful misconduct. The Company hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, except to the extent such liability 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; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Company may have, or to exculpate any Person from any liability that such Person may have to the Company, for breach by such Person of its obligations under this Agreement. Neither any Bank, any Issuing Bank nor the Administrative Agent shall in any event be liable for any indirect, consequential or punitive damages. (c) If (i) the Company makes any payment of principal of any Eurodollar Rate Advance on a day other than the last day of an Interest Period with respect thereto, or (ii) the Company fails to make a Borrowing or a prepayment of Eurodollar Rate Advances after having given notice thereof pursuant to this Agreement, the Company shall reimburse each Bank and each Issuing Bank upon demand for any resulting loss, cost or expense incurred by such Bank, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin, for the period after such payment, failure to borrow or failure to prepay, or certificate of such Bank or such Issuing Bank in reasonable detail as to the amount of such loss, cost or expense to be conclusive and binding on the Company in the absence of manifest error.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay and reimburse on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect hereto thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of the Administrative Agent and each of the BanksLenders), incurred by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.04(a8.04(a). The Company shall not be responsible to reimburse any Bank for the costs of the appointment by such Bank of a Confirming Bank. (b) The Company Borrower hereby indemnifies agrees to indemnify the Administrative Agent, Citigroup Global Markets Citicorp Securities, Inc., Banc of America Securities LLC and X.X. Xxxxxx Securities Inc. as Joint Lead Arrangers and Joint Book Managers, each Bank, each Issuing Bank Lender and each of their respective Affiliates and their respective directors, officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement Agreement, the Notes or the transactions contemplated hereby or therebythereby or any use made or proposed to be made with the proceeds of the Advances, whether or not such investigation, litigation or proceeding is brought by the CompanyBorrower, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such claim, damage, loss, liability or expense results 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 Company Borrower hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company Borrower or any of its shareholders or creditors for or in connection with or relating to this Agreement Agreement, the Notes or the transactions contemplated hereby or therebythereby or any use made or proposed to be made with the proceeds of the Advances, except to the extent such liability 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; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Company Borrower may have, or to exculpate any Person from any liability that such Person may hereafter have to the Company, for breach by such Person any party of its obligations under this Agreement. Neither any Bank, any Issuing Bank nor the Administrative Agent shall in any event be liable for any indirect, consequential or punitive damages. (c) If (i) the Company makes any payment of principal of of, or Conversion of, any Eurodollar Rate Advance on a day is made other than on the last day of an the Interest Period with respect theretofor such Advance, as a result of a payment or (ii) the Company fails to make a Borrowing or a prepayment of Eurodollar Rate Advances after having given notice thereof Conversion pursuant to this AgreementSection 2.13 or acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, the Company shall reimburse each Bank and each Issuing Bank Borrower shall, upon demand by any 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 resulting lossadditional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits not to exceed 15 basis points on the principal amount prepaid or Converted), 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 Bank, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin, for the period after such payment, failure to borrow or failure to prepay, or certificate of such Bank or such Issuing Bank in reasonable detail as Advance. (d) Without prejudice to the amount survival of such lossany other agreement of the Borrower hereunder, cost or expense to be conclusive the agreements and binding on obligations of the Company Borrower contained in Section 2.15 and this Section 8.04 shall survive the absence payment in full of manifest errorprincipal and interest hereunder and under the Notes.

Costs, Expenses and Indemnification. (a) The Company agrees to pay and reimburse on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect hereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder. The Company further agrees to pay on demand all costs and expenses, if any (including, without limitation, including reasonable counsel fees and expenses of the Administrative Agent and each of the Banks), incurred by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement including, without limitation, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.04(a). The Company shall not be responsible to reimburse any Bank for the costs of the appointment by such Bank of a Confirming Bank. (b) The Company hereby indemnifies the Administrative Agent, Citigroup Global Markets Inc., Banc of America Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and J.X. Xxxxxx Securities LLC and X.X. Xxxxxx Securities Inc. as Joint Lead Arrangers and Joint Book Managers, each Bank, each Issuing Bank and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an "“Indemnified Party"”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, including fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, whether or not such investigation, litigation or proceeding is brought by the Company, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article III V are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such claim, damage, loss, liability or expense results from such Indemnified Party's ’s gross negligence or willful misconduct. The Company hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's ’s gross negligence or willful misconduct; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Company may have, or to exculpate any Person from any liability that such Person may have to the Company, for breach by such Person of its obligations under this Agreement. Neither any Bank, any Issuing Bank nor the Administrative Agent shall in any event be liable for any indirect, consequential or punitive damages. (c) If (i) the Company makes any payment of principal of any Eurodollar Rate Advance on a day other than the last day of an Interest Period with respect thereto, or (ii) the Company fails to make a Borrowing or a prepayment of, or a continuation of or a conversion into, Eurodollar Rate Advances after having given notice thereof pursuant to this Agreement, the Company shall reimburse each Bank and each Issuing Bank upon demand for any resulting loss, cost or expense incurred by such Bank, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin, for the period after such payment, failure to borrow borrow, failure to continue, failure to convert or failure to prepay, or following its receipt of a certificate of such Bank or such Issuing Bank in reasonable detail as to the amount of such loss, cost or expense to expense, which certificate shall be conclusive and binding on the Company in the absence of manifest error.

Costs, Expenses and Indemnification. (a) The Company agrees to pay and reimburse on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect hereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder. The Company further agrees to pay on demand all costs and expenses, if any (including, without limitation, including reasonable counsel fees and expenses of the Administrative Agent and each of the Banks), incurred by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement including, without limitation, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.04(a). The Company shall not be responsible to reimburse any Bank for the costs of the appointment by such Bank of a Confirming Bank. (b) The Company hereby indemnifies the Administrative Agent, Citigroup Global Markets Inc., Banc of America Securities LLC and X.X. Xxxxxx Securities Inc. as Joint Lead Arrangers and Joint Book Managers, each Bank, each Issuing Bank and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an "“Indemnified Party"”) from and against any and all claims, damages, losses, liabilities liabilities, penalties and expenses (including, without limitation, including fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, whether or not such investigation, litigation or proceeding is brought by the Company, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such claim, damage, loss, liability or expense results from such Indemnified Party's ’s gross negligence or willful misconduct. The Company hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's ’s gross negligence or willful misconduct; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Company may have, or to exculpate any Person from any liability that such Person may have to the Company, for breach by such Person of its obligations under this Agreement. Neither any Bank, any Issuing Bank nor the Administrative Agent shall in any event be liable for any indirect, consequential or punitive damages. (c) If (i) the Company makes any payment of principal of any Eurodollar Rate Advance on a day other than the last day of an Interest Period with respect thereto, or (ii) the Company fails to make a Borrowing or a prepayment of Eurodollar Rate Advances after having given notice thereof pursuant to this Agreement, the Company shall reimburse each Bank and each Issuing Bank upon demand for any resulting loss, cost or expense incurred by such Bank, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin, for the period after such payment, failure to borrow or failure to prepay, or certificate of such Bank or such Issuing Bank in reasonable detail as to the amount of such loss, cost or expense to be conclusive and binding on the Company in the absence of manifest error.

Costs, Expenses and Indemnification. (a) The Company Borrower agrees to pay and reimburse on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement Agreement, the Notes, the Guaranty and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect hereto thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunderunder this Agreement. The Company Borrower further agrees to pay on demand all costs and expensesexpenses of the Agent and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses of the Administrative Agent and each of the Banksexpenses), incurred by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Notes and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses of counsel for the Agent and each Lender in connection with the enforcement of rights under this Section 10.04(a9.04(a). The Company shall not be responsible to reimburse any Bank for the costs of the appointment by such Bank of a Confirming Bank. (b) The Company hereby indemnifies Borrower agrees to indemnify and hold harmless the Administrative Agent, Citigroup Global Markets Inc., Banc of America Securities LLC Agent and X.X. Xxxxxx Securities Inc. as Joint Lead Arrangers and Joint Book Managers, each Bank, each Issuing Bank Lender and each of their respective Affiliates and their respective officers, directors, employees, agents, agents and advisors and representatives (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements expenses of counsel), joint or several, ) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of of, related to or in connection with or relating to the Notes, this Agreement or Agreement, the Guaranty, any of the transactions contemplated hereby herein or therebythe actual or proposed use of the proceeds of the Advances, whether or not such investigation, litigation or proceeding is brought by the CompanyBorrower, any of its directors, shareholders or creditors, creditors or an Indemnified Party or any other Person, Person or an any Indemnified Party is otherwise a party thereto, thereto and whether or not any of the conditions precedent set forth in Article III are satisfied or the other transactions contemplated by this Agreement hereby are consummated, except to the extent such claim, damage, loss, liability or expense results from such Indemnified Party's gross negligence or willful misconduct. The Company hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, except to the extent such liability is found in a final, non-appealable nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct; provided that nothing in this paragraph shall be deemed . The Borrower also agrees not to constitute a waiver of assert any claim against the Company may haveAgent, any Lender, any of their Affiliates, or to exculpate any Person from of their respective directors, officers, employees, attorneys and agents, on any liability that such Person may have to the Companytheory of liability, for breach by such Person of its obligations under this Agreement. Neither any Bankspecial, any Issuing Bank nor the Administrative Agent shall in any event be liable for any indirect, consequential or punitive damagesdamages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. (c) If (i) the Company makes any payment of principal of any Eurodollar Rate Advance on is made by the Borrower to or for the account of a day Lender other than on the last day of an the Interest Period with respect theretofor such Advance, or (ii) the Company fails to make as a Borrowing or result of a prepayment of Eurodollar Rate Advances after having given notice thereof payment pursuant to this AgreementSection 2.08(b), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, the Company shall reimburse each Bank and each Issuing Bank 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 resulting lossadditional 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 Bank, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin, for the period after such payment, failure to borrow or failure to prepay, or certificate of such Bank or such Issuing Bank in reasonable detail as Advance. (d) Without prejudice to the amount survival of such lossany other agreement of the Borrower hereunder, cost or expense to be conclusive the agreements and binding on obligations of the Company Borrower contained in Sections 2.09, 2.12 and 9.04 shall survive the absence payment in full of manifest errorprincipal, interest and all other amounts payable hereunder and under the Notes.

Costs, Expenses and Indemnification. (a) The Company agrees to pay and reimburse on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect hereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder. The Company further agrees to pay on demand all costs and expenses, if any (including, without limitation, including reasonable counsel fees and expenses of the Administrative Agent and each of the Banks), incurred by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement including, without limitation, including reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 10.04(a). The Company shall not be responsible to reimburse any Bank for the costs of the appointment by such Bank of a Confirming Bank. (b) The Company hereby indemnifies the Administrative Agent, Citigroup Global Markets Inc., Banc of America Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and J.X. Xxxxxx Securities LLC and X.X. Xxxxxx Securities Inc. as Joint Lead Arrangers and Joint Book Managers, each Bank, each Issuing Bank and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an "“Indemnified Party"”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, including fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, whether or not such investigation, litigation or proceeding is brought by the Company, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article III V are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such claim, damage, loss, liability or expense results from such Indemnified Party's ’s gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Company hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's ’s gross negligence or willful misconduct; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Company may have, or to exculpate any Person from any liability that such Person may have to the Company, for breach by such Person of its obligations under this Agreement. Neither any Bank, any Issuing Bank nor the Administrative Agent shall in any event be liable for any indirect, consequential or punitive damages. No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby. (c) If (i) the Company makes any payment of principal of any Eurodollar Rate Advance on a day other than the last day of an Interest Period with respect thereto, or (ii) the Company fails to make a Borrowing or a prepayment of, or a continuation of or a conversion into, Eurodollar Rate Advances after having given notice thereof pursuant to this Agreement, the Company shall reimburse each Bank and each Issuing Bank upon demand for any resulting loss, cost or expense incurred by such Bank, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin, for the period after such payment, failure to borrow borrow, failure to continue, failure to convert or failure to prepay, or following its receipt of a certificate of such Bank or such Issuing Bank in reasonable detail as to the amount of such loss, cost or expense to expense, which certificate shall be conclusive and binding on the Company in the absence of manifest error.

Costs, Expenses and Indemnification. (a) The Company agrees to pay and reimburse on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, including the reasonable and documented fees and out-of-pocket out‑of‑pocket expenses of counsel for the Administrative Agent with respect hereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder. The Company further agrees to pay on demand all costs and expenses, if any (including, without limitation, including reasonable and documented counsel fees and expenses of the Administrative Agent and each of the Banks), incurred by the Administrative Agent, any Issuing Bank or any Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement including, without limitation, including reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.04(a). The Company shall not be responsible to reimburse any Bank for the costs of the appointment by such Bank of a Confirming Bank. (b) The Company hereby indemnifies the Administrative Agent, JPMorgan, Citigroup Global Markets Inc., Banc of America Securities LLC Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and X.X. Xxxxxx Securities Inc. Wxxxx Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers, each Bank, each Issuing Bank and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, including all reasonable and documented fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, whether or not such investigation, litigation or proceeding is brought by the Company, any of its shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article III V are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such claim, damage, loss, liability or expense results from such Indemnified Party's gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Company hereby further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with or relating to this Agreement or the transactions contemplated hereby or thereby, except to the extent such liability 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; provided that nothing in this paragraph shall be deemed to constitute a waiver of any claim the Company may have, or to exculpate any Person from any liability that such Person may have to the Company, for breach by such Person of its obligations under this Agreement. Neither any Bank, any Issuing Bank nor the Administrative Agent shall in any event be liable for any special, indirect, consequential or punitive damages. No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby. (c) If (i) the Company makes any payment of principal of any Eurodollar Rate Advance on a day other than the last day of an Interest Period with respect thereto, or (ii) the Company fails to make a Borrowing or a prepayment of, or a continuation of or a conversion into, Eurodollar Rate Advances after having given notice thereof pursuant to this Agreement, the Company shall reimburse each Bank and each Issuing Bank upon demand for any resulting loss, cost or expense incurred by such Bank, including without limitation any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin, for the period after such payment, failure to borrow borrow, failure to continue, failure to convert or failure to prepay, or following its receipt of a certificate of such Bank or such Issuing Bank in reasonable detail as to the amount of such loss, cost or expense to expense, which certificate shall be conclusive and binding on the Company in the absence of manifest error. (d) Amounts due under this Section 10.04 shall be payable not later than 15 Business Days after written demand therefor providing reasonable detail regarding the amount so demanded.