Common use of Attorney Costs and Expenses Clause in Contracts

Attorney Costs and Expenses. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Shearman & Sterling llp and one local and foreign counsel in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed)), and (b) to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single lead counsel to the Administrative Agent and one local counsel in each relevant jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Co-Syndication Agents and the Arranger for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Shearman White & Sterling llp Case LLP, Osler, Xxxxxx & Harcourt LLP and one local and foreign counsel in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed))jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Co-Syndication Agents, the Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single lead counsel to the Administrative Agent and one local counsel in each relevant jurisdictionAgent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Lead Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses Credit Party Expenses incurred in connection with (i) the preparation, syndicationnegotiation, execution, delivery syndication and administration execution of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs and (iii) the consummation and administration of Shearman & Sterling llp the transactions contemplated hereby and one local and foreign counsel thereby, including, in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed))case, all reasonable fees and expenses of Xxxxxx & Xxxxxxxxxx LLP 150 and (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses Credit Party Expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loansincluding, without limitation, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Lawthe Bankruptcy Code, and including all Attorney Costs fees and expenses of a single lead counsel to the Administrative Agent, the Collateral Agent and one local counsel in each relevant jurisdictionand, to the extent constituting Credit Party Expenses, the other Credit Parties). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 SECTION 9.04 shall survive the termination of the Aggregate Commitments and Commitments, repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this Section 10.04 SECTION 9.04 for Credit Party Expenses incurred after the Third Restatement Date shall be paid within ten (10) 10 Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses Credit Party Expenses in reasonable detail, together with reasonable backup documentation supporting such reimbursement request to the extent such backup documentation is requested by the Lead Borrower. If any Loan Party fails to pay when due any costs, expenses or other amounts Credit Party Expenses payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion, without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Revolving Loans hereunder.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent Agent, the Co-Syndication Agents and the Arranger for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Shearman White & Sterling llp Case LLP, Osler, Xxxxxx & Harcourt LLP and one local and foreign counsel in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed))jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Co-Syndication Agents, the Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single lead counsel to the Administrative Agent and one local counsel in each relevant jurisdictionAgent). The foregoing costs and expenses shall include all reasonable search, filing, filing and recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party the Borrower fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party the Borrower by the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Documentation Agent and the Joint Lead Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Shearman Xxxxxx Xxxxxx & Sterling llp Xxxxxxx LLP, Xxxxx, Xxxxxx & Harcourt LLP and one local and foreign counsel in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed))jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Documentation Agent, the Joint Lead Arrangers and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single lead counsel to the Administrative Agent and one local counsel in each relevant jurisdictionAgent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Shearman Faegre & Sterling llp Xxxxxx LLP and one other local and foreign counsel in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed))jurisdiction, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs (i) prior to the occurrence and continuance of a single lead an Event of Default, one counsel to the Administrative Agent and the Lenders (and one local counsel in each relevant jurisdiction)applicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to the affected parties) and (ii) after an Event of Default has occurred and is continuing, all Attorney Costs of counsel to the Agents and the Lenders. The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 11.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 11.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Lead Borrower agrees (a) to pay or reimburse the Administrative Agent and the Collateral Agent for all reasonable and documented out-of-pocket costs and expenses Credit Party Expenses incurred in connection with (i) the preparation, syndicationnegotiation, execution, delivery syndication and administration execution of this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs and (iii) the consummation and administration of Shearman & Sterling llp the transactions contemplated hereby and one local and foreign counsel thereby, including, in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed))case, all reasonable fees and expenses of Xxxxxx & Xxxxxxxxxx LLP and (b) to pay or reimburse the Administrative Agent, the Collateral Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses Credit Party Expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loansincluding, without limitation, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Lawthe Bankruptcy Code, and including all Attorney Costs fees and expenses of a single lead counsel to the Administrative Agent, the Collateral Agent and one local counsel in each relevant jurisdictionand, to the extent constituting Credit Party Expenses, the other Credit Parties). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 SECTION 9.04 shall survive the termination of the Aggregate Commitments and Commitments, repayment of all other Obligations and assignment of any portion of the Obligations. All amounts due under this Section 10.04 SECTION 9.04 for Credit Party Expenses incurred after the Third RestatementFirst Amendment Effective Date shall be paid within ten (10) 10 Business Days of receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses Credit Party Expenses in reasonable detail, together with reasonable backup documentation supporting such reimbursement request to the extent such backup documentation is requested by the Lead Borrower. If any Loan Party fails to pay when due any costs, expenses or other amounts Credit Party Expenses payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion., without notice to or consent from the Loan Parties, and any amounts so paid shall constitute Revolving Loans hereunder. 168

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (subject to the terms of the Senior Subordination Agreement) (a) to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses Attorney Costs of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP incurred in connection with the preparation, syndicationnegotiation, execution, delivery syndication and administration execution of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including and the consummation and administration of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Administrative Agent for all Attorney Costs of Shearman & Sterling llp reasonable and one local documented appraisal fees, filing and foreign counsel in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed))search charges, recording taxes and Field Examination charges and expenses and (b) to pay or reimburse the Administrative Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the monitoring or enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single lead counsel to the Administrative Agent and the Lenders taken as a whole (and, if reasonably necessary, one local counsel in each any relevant material jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of promptly following receipt by the Borrower Parent of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any the Loan DocumentDocuments, such amount may be paid on behalf of such any Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrower agrees Borrowers agree (a) to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent and the Arranger for all reasonable and documented out-of-pocket costs and expenses Attorney Costs of Jxxxx Day incurred in connection with the preparation, syndicationnegotiation, execution, delivery syndication and administration execution of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including and the consummation and administration of the transactions contemplated hereby and thereby, (b) to pay or reimburse the Administrative Agent, the Collateral Agent and the Arranger for all Attorney Costs of Shearman & Sterling llp reasonable and one local documented appraisal fees, filing and foreign counsel in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed))search charges, recording taxes and Field Examination charges and expenses and (b) to pay or reimburse the Administrative Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the monitoring or enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single lead counsel to the Administrative Agent and the Lenders taken as a whole (and, if reasonably necessary, one local counsel in each any relevant material jurisdiction). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of promptly following receipt by the Borrower Parent of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.. 124

Attorney Costs and Expenses. The Borrower agrees (a) The Parent Borrower agrees to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, syndicationnegotiation, execution, delivery syndication and administration execution of this Agreement and the other Loan Documents, Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Shearman Xxxxx Xxxx & Sterling llp Xxxxxxxx LLP and one local and foreign counsel in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed))jurisdiction, and (b) each Borrower agrees, jointly and severally, to pay or reimburse the Administrative Agent Agents and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including the Cases and all such costs in connection with any proceeding under any Debtor Relief Lawrefinancing, restructuring or “work-out” of the Facility, and including all Attorney Costs but limited to those of a single lead one counsel to the Administrative Agent Agents and the Lenders (and one local counsel in each relevant jurisdictionapplicable jurisdiction and, in the event of any actual conflict of interest, one additional counsel to the affected parties). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of promptly following receipt by the Parent Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Attorney Costs and Expenses. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent and the Lead Arranger for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), including all Attorney Costs of Shearman Xxxxxx Xxxxxx & Sterling llp Xxxxxxx LLP, Xxxxx, Xxxxxx & Harcourt LLP and one local and foreign counsel in each relevant jurisdiction (to the extent consented to by the Borrower (such consent not to be unreasonably withheld or delayed))jurisdiction, and (b) to pay or reimburse the Administrative Agent Agent, the Syndication Agent, the Lead Arranger and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all costs and expenses incurred in connection with any workout or restructuring in respect of the Loans, all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of a single lead counsel to the Administrative Agent and one local counsel in each relevant jurisdictionAgent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other reasonable and documented out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.