Administrative and Other Fees The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.
Administrative Agent’s and Other Fees In order to compensate the Administrative Agent for its obligations hereunder, the Borrower agrees to pay to the Administrative Agent, for its account, the fees set forth in the separate fee letter agreement executed by the Borrower and the Administrative Agent dated April 26, 2005.
Broker's and Other Fees Neither the Purchaser nor any of its ----------------------- directors or officers has employed any broker or finder or incurred any liability for any broker's or finder's fees or commissions in connection with any of the transactions contemplated by this Agreement.
Fees and Other Charges (a) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.25% per annum on the undrawn and unexpired amount of each Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.
Administrative Agent and Other Agents SECTION 9.01. Appointment and Authorization of the Administrative Agent 174 SECTION 9.02. Delegation of Duties 175 SECTION 9.03. Liability of Agents 175 SECTION 9.04. Reliance by the Administrative Agent 176 SECTION 9.05. Notice of Default 177 SECTION 9.06. Credit Decision; Disclosure of Information by Agents 177 SECTION 9.07. Indemnification of Agents 178 SECTION 9.08. Withholding Tax 178 SECTION 9.09. Agents in Their Individual Capacities 179 SECTION 9.10. Successor Administrative Agent 180 SECTION 9.11. Administrative Agent May File Proofs of Claim 182 SECTION 9.12. Collateral and Guaranty Matters 182 SECTION 9.13. Other Agents; Arrangers and Managers 183 SECTION 9.14. Appointment of Supplemental Administrative Agents 183 SECTION 9.15. Intercreditor Agreements 184 ARTICLE X Miscellaneous SECTION 10.01 Amendments, Etc .185 SECTION 10.02. Notices and Other Communications; Facsimile Copies 187 SECTION 10.03. No Waiver; Cumulative Remedies 189 SECTION 10.04. Attorney Costs and Expenses 189 SECTION 10.05. Indemnification by the Borrower 190 SECTION 10.06. Payments Set Aside 191 SECTION 10.07. Successors and Assigns 191 SECTION 10.08. Confidentiality 196 SECTION 10.09. Treatment of Information 197 SECTION 10.10. Setoff 198 SECTION 10.11. Interest Rate Limitation 198 SECTION 10.12. Counterparts 199 SECTION 10.13. Integration 199 SECTION 10.14. Survival of Representations and Warranties 199 SECTION 10.15. Severability 199 SECTION 10.16. GOVERNING LAW 199 SECTION 10.17. WAIVER OF RIGHT TO TRIAL BY JURY 200 SECTION 10.18. Binding Effect 200 SECTION 10.19. Judgment Currency 201 SECTION 10.20. Lender Action 201 SECTION 10.21. USA PATRIOT Act 201 SECTION 10.22. No Advisory or Fiduciary Responsibility 201 SECTION 10.23. No Personal Liability 202 SECTION 10.24. Defaulting Lender. 202 THIRD AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 21, 2012, among AVAYA INC., a Delaware corporation (the “Borrower”), AVAYA HOLDINGS CORP. (FORMERLY KNOWN AS SIERRA HOLDINGS CORP.), a Delaware corporation (“Holdings”), CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
COMPENSATION AND OTHER FEES As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:
Legal Fees and Other Expenses The Company will pay all reasonable fees and expenses, if any, (including, without limitation, legal fees and expenses) that are incurred by the Executive to enforce this Agreement and that result from a breach of this Agreement by the Company.
Non-Reliance on Agent and Other Banks Each Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.
Expenses and Other Payments (a) Except as otherwise provided in this Section 8.3, each party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, whether or not the Merger shall be consummated.
