Costs; Expenses; Indemnities. (a) The Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent and its respective Affiliates in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder, including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent with respect thereto and, as to the Administrative Agent, with respect to advising it as to its rights and responsibilities under this Agreement and the other Loan Documents, and (ii) all costs and expenses of the Administrative Agent or any of the Lenders (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Administrative Agent or any Lender) in connection with the restructuring or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents.
Costs; Expenses; Indemnities. (a) The Borrower agrees to pay on demand (i) the reasonable costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder, including, without limitation, (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 fees and out-of-pocket expenses of counsel to the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities or the perfection, protection or preservation of rights or interests under this Agreement and the other Loan Documents with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or Event of Default or any events or circumstances that may give rise thereto 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, (ii) the per diem cost of any audit or collateral evaluation (of not more than $500 per day) of the Agent and (iii) the reasonable costs and expenses of the Lender Parties (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunder.
Costs; Expenses; Indemnities. (a) Each of the parties hereto shall bear its own expenses (including, without limitation, fees and expenses of the counsel, accountants, appraisers, consultants or industry experts or other experts) incurred by it in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder and the transactions contemplated hereby and thereby.
Costs; Expenses; Indemnities. (a) The Borrower agrees to pay to the Lender or as the Lender may direct, on demand, all costs and expenses of the Lender (including, without limitation, the fees and out-of-pocket expenses of counsel, retained by the Lender) in connection with the modification, amendment or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents.
Costs; Expenses; Indemnities. (a) The Subsidiary Borrower agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunder, including, without limitation, the specified reasonable fees and out-of-pocket expenses of one counsel to the Managing Agents and the Facility Agents and the Arrangers with respect thereto and with respect to advising the Managing Agents, the Facility Agents and the Arrangers as to their rights and responsibilities under this Agreement, and all costs and expenses of the Managing Agents, the Facility Agents and the Banks (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder and thereunder.
Costs; Expenses; Indemnities. (a) The Borrower agrees to pay on ----------------------------- demand (i) all costs and out-of pocket expenses of the Syndication Agent, the Administrative Agent and the Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by any Agent with respect thereto and of counsel to any Agent with respect to advising such Agent as to its rights and responsibilities under this Agreement and the other Loan Documents and the other documents to be delivered hereunder or thereunder and (ii) all costs and out-of-pocket expenses of the Syndication Agent, the Administrative Agent, the Arranger or the Lenders (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by any of the Syndication Agent, the Administrative Agent, the Arranger or any Lender) in connection with the restructuring of, enforcement (whether through negotiations, legal proceedings or otherwise) of, or protection of legal rights under, this Agreement, the other Loan Documents and the other documents to be delivered hereunder and thereunder.
Costs; Expenses; Indemnities. (a) The Borrower agrees to pay on demand (i) all costs and expenses of the Agent in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder, including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Agent with respect thereto, search, filing and recording fees due diligence, syndication including printing, distribution and bank meeting, transportation, computer, duplication, messenger, audit, insurance, appraisal and consultation costs and expenses and, as to the Agent, with respect to advising it as to its rights and responsibilities under this Agreement and the other Loan Documents, and (ii) all costs and expenses of the Agent, each Issuer and each Lender (including, without limitation, the fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Agent or any Issuer or Lender) in connection with the enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents.
Costs; Expenses; Indemnities. 10.5 Right of Set-off
Costs; Expenses; Indemnities. (a) The Borrower agrees to pay to the Lender or as the Lender may direct (i) on or before the date hereof (and not including any amounts previously paid) the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000) toward the reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery of this Agreement, each of the other Loan Documents and each of the other documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel, accountants, appraisers, consultants or industry experts retained by the Lender with respect thereto, provided that the Borrower acknowledges and agrees that the foregoing shall not include the fees and expenses to be paid by the Borrower pursuant to Section 4.2(e) hereof, and (ii) on demand, all costs and expenses of the Lender (including, without limitation, the fees and out-of-pocket expenses of counsel, retained by the Lender) in connection with the modification, amendment or enforcement (whether through negotiation, legal proceedings or otherwise) of this Agreement and the other Loan Documents.
Costs; Expenses; Indemnities. (a) The Borrower agrees to pay on demand all reasonable costs and expenses in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement, the other Loan Documents and the other documents to be delivered hereunder or thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent and the Syndication Agent with respect thereto and with respect to advising the Administrative Agent and the Syndication Agent as to their rights and responsibilities under this Agreement, and all costs and expenses of the Administrative Agent and the Banks (including, without limitation, reasonable counsel fees and expenses) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and the other documents to be delivered hereunder and thereunder.
