Common use of Costs and Expenses; Indemnity Clause in Contracts

Costs and Expenses; Indemnity. (a) The Borrower agrees to pay on demand and upon receipt of supporting statements, all reasonable costs and expenses of the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower and the Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note or any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of Default shall have occurred and be continuing, all reasonable costs and expenses incurred by the Administrative Agent in connection with any consents or waivers hereunder or amendments hereto, and all reasonable costs and expenses (including reasonable attorneys' fees), if any, incurred by the Administrative Agent, the Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement of this Agreement, the Notes, the other Loan Documents and the other instruments and documents to be delivered hereunder. The Borrower agrees to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the Administrative Agent in connection with any action, suit or proceeding brought against the Administrative Agent or any Bank by any Person which arises out of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the Administrative Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified.

Costs and Expenses; Indemnity. (a) The Borrower agrees to pay on demand and upon receipt of supporting statements, all reasonable costs and expenses of the Administrative AgentSupplemental DIP Collateral Agent and each Investor, in connection with the due diligence in respect of, and negotiation, preparation, execution and delivery of this Agreement, the Notes Term Loan Notes, the other Term Loan Documents and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated herebySupplemental Financing Order, including the reasonable fees and expenses of Messrs. Xxxxxxx Jenner & Block and XxxxxxMilbank, Tweed, Xxxxxx & XxXxxx, special counsel to the Administrative Agent (such fees Investors and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower and the Administrative Agent)local counsel; all reasonable costs and expenses of the Administrative Supplemental DIP Collateral Agent, the Banks Investors and any other holder of any Term Loan Note or any Reimbursement Obligation (including reasonable attorneys' feesfees and fees of the Investors' financial advisors) incurred while any Potential Default or Event of Default shall have occurred and be continuing, all reasonable costs and expenses incurred by the Administrative Supplemental DIP Collateral Agent and the Investors in connection with any consents or waivers hereunder or amendments hereto, and all reasonable costs and expenses (including reasonable attorneys' feesfees and fees of the Investors' financial advisors), if any, incurred by the Administrative Supplemental DIP Collateral Agent, the Banks Investors or any other holders of a Term Loan Note or any Reimbursement Obligation in connection with the enforcement of this Agreement, the Term Loan Notes, the other Term Loan Documents and the other instruments and documents to be delivered hereunder. The Borrower and each Guarantor agrees to indemnify and save harmless the Banks Investors and the Administrative Supplemental DIP Collateral Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks Investors or the Administrative Supplemental DIP Collateral Agent in connection with any action, suit suit, claim or proceeding brought against the Administrative Supplemental DIP Collateral Agent or any Bank Investor by any Person which arises out of the transactions contemplated or financed hereby or by the Term Loan Notes, or out of any action or inaction by the Administrative Supplemental DIP Collateral Agent or any Bank Investor hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified.

Costs and Expenses; Indemnity. (a) The Borrower agrees Borrowers agree to pay on demand and upon receipt of supporting statements, all reasonable costs and expenses of the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower and the Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note or any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of Default shall have occurred and be continuing, all reasonable out-of-pocket costs and expenses incurred by the Administrative Banks, the Swing Line Lender and the Agent in connection with the preparation, administration, filing and recording of any amendments, waivers or consents or waivers hereunder or amendments heretowhich may be requested by the Borrowers, and all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees)expenses, if any, incurred by the Administrative Agent, the Banks or any other holders of a Note or any Reimbursement Obligation in connection with the preparation, administration and enforcement (whether in the context of a civil action, adversary proceeding, workout or otherwise) of this Agreement, the Notesother Loan Documents, and such other instruments and documents, including, without limitation, reasonable attorneys' fees actually incurred, audit charges (provided, that audit charges will be subject to a cap agreed to between the --------- ---- Agent and the Borrowers prior to the audit being conducted), appraisal fees, search fees and filing fees and all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees) of the Agent in connection with its duties as Agent under this Agreement, the MFC Security Agreement, the MBC Security Agreement and the other Loan Documents Documents. The Borrowers also agree to pay on demand all reasonable attorneys' fees actually incurred, and any expenses, costs and charges relating thereto of the Agent if at any time or times hereafter the Agent employs counsel for advice with respect to this Agreement or the other instruments and documents Loan Documents, or to intervene, file a petition, answer, motion or other pleading in any suit or proceeding relating to this Agreement or any other Loan Document (including, without limitation, the interpretation or administration, or the amendment, waiver or consent with respect to any term, of this Agreement or the other Loan Documents) or to represent the Agent in any pending or threatened litigation with respect to the affairs of the Borrowers in any way relating to any of the Borrowers' obligations hereunder or to enforce any rights of the Agent or any Bank or the Swing Line Lender or liabilities of the Borrowers, any Person to whom either Borrower has made a Loan, or any Person which may be delivered hereunder. The Borrower agrees obligated to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by or the Banks or the Administrative Agent in connection with Swing Line Lender by virtue of this Agreement or any actionother Loan Document, suit instrument or proceeding brought against document now or hereafter delivered to the Administrative Agent or any Bank or the Swing Line Lender by any Person which arises out or for the benefit of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the Administrative Agent or any Bank hereunder or thereunder, except Borrowers. The Borrowers agree to be responsible for such thereof as is caused by the gross negligence or willful misconduct payment of the party indemnifiedamounts referred to in this Section 10.6(a) whether or not any Revolving Credit Loans, Swing Line Loans or Term Loans are made hereunder.

Costs and Expenses; Indemnity. (a) The Borrower agrees to pay on demand and upon receipt of supporting statements, all reasonable costs and expenses of the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower and the Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note or any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of Default shall have occurred and be continuing, all reasonable out-of-pocket costs and expenses incurred by the Administrative Banks, the Swing Line Lender, the Agent and the Documentation Agent in connection with the preparation, administration, filing and recording of any amendments, waivers or consents or waivers hereunder or amendments heretowhich may be requested by Borrower, and all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees)expenses, if any, incurred by the Administrative Agent, the Banks or any other holders of a Note or any Reimbursement Obligation in connection with the preparation, administration and enforcement (whether in the context of a civil action, adversary proceeding, workout or otherwise) of this Agreement, the Notesother Loan Documents, and such other instruments and documents, including, without limitation, reasonable attorneys' fees actually incurred, audit charges, appraisal fees, search fees and filing fees and all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees) of the Agent in connection with its duties as Agent under this Agreement, the Borrower Security Agreement and the other Loan Documents Documents. Borrower also agrees to pay on demand all reasonable attorneys' fees actually incurred, and any expenses, costs and charges relating thereto of the Agent if at any time or times hereafter the Agent employs counsel for advice with respect to this Agreement or the other instruments and documents Loan Documents, or to intervene, file a petition, answer, motion or other pleading in any suit or proceeding relating to this Agreement or any other Loan Document (including, without limitation, the interpretation or administration, or the amendment, waiver or consent with respect to any term, of this Agreement or the other Loan Documents) or to represent the Agent in any pending or threatened litigation with respect to the affairs of Borrower in any way relating to any the Borrower's obligations hereunder or to enforce any rights of the Agent, the Documentation Agent or any Bank or the Swing Line Lender or liabilities of Borrower, any Person to whom Borrower has made a Loan, or any Person which may be delivered hereunder. The Borrower agrees obligated to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by or the Banks or the Administrative Agent in connection with Swing Line Lender by virtue of this Agreement or any actionother Loan Document, suit instrument or proceeding brought against document now or hereafter delivered to the Administrative Agent, the Documentation Agent or any Bank or the Swing Line Lender by any Person which arises out or for the benefit of Borrower. Borrower agrees to be responsible for payment of the transactions contemplated amounts referred to in this Section 10.6 whether or financed hereby not any Revolving Credit Loans, Swing Line Loans or by the Notes, or out of any action or inaction by the Administrative Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnifiedTerm Loans are made hereunder.

Costs and Expenses; Indemnity. (ac) The Borrower Each of the Borrowers agrees to pay on demand and upon receipt of supporting statements, (i) all reasonable and documented costs and expenses of the Administrative AgentAgents, the Joint Lead Arrangers, each Issuing Bank and the Swingline Bank, in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents (including (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable and documented fees and expenses of a single counsel for the Administrative Agent and Xxxxx Fargo in its capacity as an Issuing Bank, with respect to advising the Administrative Agent as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Borrower or with other creditors of any 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), it being agreed that the expenses incurred in 95 connection with the preparation, negotiation, preparation, execution and delivery of the Commitment Letter, this Agreement, the Notes Agreement and the other instruments and documents to Loan Documents on or before the Effective Date shall be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel subject to the Administrative Agent limitations set forth in the Commitment Letter; and (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower and the Administrative Agent); ii) all reasonable and documented costs and expenses of the Administrative each Agent, the Banks and any other holder of any Note or any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of Default shall have occurred and be continuing, all reasonable costs and expenses incurred by the Administrative Agent in connection with any consents or waivers hereunder or amendments hereto, and all reasonable costs and expenses (including reasonable attorneys' fees), if any, incurred by the Administrative Agenteach Issuing Bank, the Banks or any other holders of a Note or any Reimbursement Obligation Swingline Bank and each Bank in connection with the enforcement of this Agreementthe Loan Documents, the Notes, the other Loan Documents and the other instruments and documents to be delivered hereunder. The Borrower agrees to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the Administrative Agent whether in connection with any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding brought against affecting creditors’ rights generally (including the reasonable and documented fees and expenses of counsel for the Administrative Agent or any Agent, each Issuing Bank, the Swingline Bank by any Person which arises out and each Bank with respect thereto); provided that the Borrowers shall only be obligated to pay the fees and expenses of a single counsel for the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by Banks (as opposed to the Administrative Agent or any Bank hereunder or thereunderAgent) unless, except for and to the extent that, such thereof as is caused by counsel reasonably determines that an irreconcilable conflict requires the gross negligence or willful misconduct engagement of the party indemnifiedadditional counsel.

Costs and Expenses; Indemnity. (a) The Borrower agrees to pay on demand and upon receipt of supporting statements, all reasonable costs and expenses of the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower and the Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note or any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of Default shall have occurred and be continuing, all reasonable costs and expenses incurred by the Administrative Agent in connection with any consents or waivers hereunder or amendments hereto, and all reasonable costs and expenses (including reasonable attorneys' fees), if any, incurred by the Administrative Agent, the Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement of this Agreement, Agreement or the Notes, the other Loan Documents Notes and the other instruments and documents to be delivered hereunder. The Borrower agrees to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the Administrative Agent in connection with any action, suit or proceeding brought against the Administrative Agent or any Bank by any Person which arises out of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the Administrative Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified.

Costs and Expenses; Indemnity. (a) The Borrower agrees to pay on demand and upon receipt of supporting statements, all reasonable costs and expenses of the Administrative DIP Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees DIP Agent, Xxxxxxx and expenses of such special Cutler's local counsel shall not exceed the amount previously agreed to by the Borrower and the Administrative Agent)FTI Consulting, Inc.; all reasonable costs and expenses of the Administrative DIP Agent, the Banks and any other holder of any Note or any Reimbursement Obligation (including reasonable attorneys' feesfees and fees of the DIP Agent's financial advisors) incurred while any Potential Default or Event of Default shall have occurred and be continuing, all reasonable costs and expenses incurred by the Administrative DIP Agent in connection with any consents or waivers hereunder or amendments hereto, and all reasonable costs and expenses (including reasonable attorneys' feesfees and fees of the DIP Agent's financial advisors), if any, incurred by the Administrative DIP Agent, the Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement of this Agreement, the Notes, the other Loan Documents and the other instruments and documents to be delivered hereunder. The Borrower agrees to indemnify and save harmless the Banks and the Administrative DIP Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the Administrative DIP Agent in connection with any action, suit or proceeding brought against the Administrative DIP Agent or any Bank by any Person which arises out of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the Administrative DIP Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified.

Costs and Expenses; Indemnity. The Bidder shall pay (ai) The Borrower agrees to pay on demand and upon receipt of supporting statements, all reasonable costs and out-of-pocket expenses of the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower and the Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note or any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of Default shall have occurred and be continuing, all reasonable costs and expenses incurred by the Administrative Agent in connection with any consents or waivers hereunder or amendments hereto, and all reasonable costs and expenses (including reasonable attorneys' fees), if any, incurred by the Administrative Agent, the Banks or any other holders CNMV Guarantee Providers and their respective Affiliates, including the reasonable fees, charges and disbursements of a Note or any Reimbursement Obligation one firm of outside counsel for the foregoing (and, if deemed reasonably necessary by such Persons, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction), in connection with the enforcement arrangement and syndication of the credit facility provided for herein, including the as the preparation, execution, delivery and administration of this AgreementAgreement or any amendments, modifications or waivers (to the Notesextent such amendments, the other Loan Documents and the other instruments and documents to be delivered hereunder. The Borrower agrees to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred modifications or waivers are contemplated by this Agreement or requested by the Banks Bidder) of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses of the Administrative Agent in connection with any action, suit or proceeding brought against the Administrative Agent or any Bank by any Person which arises out administration (other than routine administrative procedures and excluding costs and expenses relating to assignments and participations of the transactions contemplated or financed hereby or by the Notes, or out Lenders) of any action or inaction this Agreement and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Bank hereunder CNMV Guarantee Provider, including the fees, charges and disbursements of any counsel for any of the foregoing, in connection with the enforcement or thereunderprotection of its rights in connection with this Agreement, except including its rights under this Clause, or in connection with the CNMV Guarantees issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such CNMV Guarantees. The Bidder shall indemnify the Administrative Agent and the CNMV Guarantee Providers and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) within 3 Business Days of demand, against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and expenses reasonably related thereto, including reasonable fees, charges and disbursements of one firm of outside counsel for Indemnitees (and, if deemed reasonably necessary by the Administrative Agent, one firm of regulatory counsel and/or one firm of local counsel in each appropriate jurisdiction, and, in the case of an actual or perceived conflict of interest for any Indemnitee, one firm of counsel (and, if deemed reasonably necessary by such Indemnitee, one firm of regulatory and/or one firm of local counsel in each appropriate jurisdiction) for such thereof Indemnitee), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the preparation, execution, delivery and (in the case of the Administrative Agent and its Related Parties only) administration of this Agreement or any other agreement or instrument contemplated hereby, the CNMV Guarantee or the use of the proceeds thereof, or the consummation of the transactions contemplated hereby or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, and regardless of whether any Indemnitee is caused a party thereto (and regardless of whether such matter is initiated by the Bidder or any of its Affiliates, equity holders, creditors, securityholders or any other Person); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or a material breach, including any such breach in bad faith, of the agreements by such Indemnitee set forth in this Agreement or (B) result from any claim, litigation, investigation or proceeding that does not involve an act or omission of the Bidder, the Guarantor or any of their respective Affiliates and that is brought by an Indemnitee against any other Indemnitee (other than any claim, litigation, investigation or proceeding brought by an Indemnitee against the Administrative Agent in its capacity or in fulfilling its role as an agent or any other similar role hereunder). No Indemnitee shall be liable for any damages arising from the use of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of such Indemnitee, and no party indemnifiedhereto shall be liable for any indirect or consequential damages in connection with the CNMV Guarantees, this Agreement or its activities related thereto; provided that nothing contained in this sentence will limit the Bidder’s indemnity and reimbursement obligations set forth in this Clause 9. This paragraph shall not apply with respect to taxes other than any taxes that represent losses, claims or damages arising from any non-tax claim.

Costs and Expenses; Indemnity. (a) The Each Borrower jointly and severally agrees to pay on demand and upon receipt of supporting statements, all reasonable costs and expenses of the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower Company and the Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note or any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of Default shall have occurred and be continuing, all reasonable costs and expenses incurred by the Administrative Agent in connection with any consents or waivers hereunder or amendments hereto, and all reasonable costs and expenses (including reasonable attorneys' fees), if any, incurred by the Administrative Agent, the Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement of this Agreement, Agreement or the Notes, the other Loan Documents Notes and the other instruments and documents to be delivered hereunder. The Each Borrower jointly and severally agrees to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the Administrative Agent in connection with any action, suit or proceeding brought against the Administrative Agent or any Bank by any Person which arises out of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the Administrative Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified.

Costs and Expenses; Indemnity. (a) The Each Borrower jointly and severally agrees to pay on demand and upon receipt of supporting statements, all reasonable costs and expenses of the Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement, the Notes and the other instruments and documents to be delivered hereunder or in connection with the transactions contemplated hereby, including the reasonable fees and expenses of Messrs. Xxxxxxx and Xxxxxx, special counsel to the Administrative Agent (such fees and expenses of such special counsel shall not exceed the amount previously agreed to by the Borrower Chemical and the Administrative Agent); all reasonable costs and expenses of the Administrative Agent, the Banks and any other holder of any Note or any Reimbursement Obligation (including reasonable attorneys' fees) incurred while any Potential Default or Event of Default shall have occurred and be continuing, all reasonable costs and expenses incurred by the Administrative Agent in connection with any consents or waivers hereunder or amendments hereto, and all reasonable costs and expenses (including reasonable attorneys' fees), if any, incurred by the Administrative Agent, the Banks or any other holders of a Note or any Reimbursement Obligation in connection with the enforcement of this Agreement, Agreement or the Notes, the other Loan Documents Notes and the other instruments and documents to be delivered hereunder. The Each Borrower jointly and severally agrees to indemnify and save harmless the Banks and the Administrative Agent from any and all liabilities, losses, reasonable costs and expenses incurred by the Banks or the Administrative Agent in connection with any action, suit or proceeding brought against the Administrative Agent or any Bank by any Person which arises out of the transactions contemplated or financed hereby or by the Notes, or out of any action or inaction by the Administrative Agent or any Bank hereunder or thereunder, except for such thereof as is caused by the gross negligence or willful misconduct of the party indemnified.