Common use of Costs, Expenses Clause in Contracts

Costs, Expenses. (a) The Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents (including, without limitation, (A) all due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent with respect thereto, 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 Loan Party or with other creditors of any Loan Party 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), (ii) all costs and expenses of the Administrative Agent and the Lender Parties in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Lender Party with respect thereto), (iii) all costs and expenses of the Swingline Bank and each Issuing Bank in connection with the Back-Stop Arrangements entered into by such Persons and (iv) the reasonable and documented fees and expenses of Xxxx Xxxxx & Xxxxxxx LLP, counsel to General Electric Capital Corporation, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Last Out Term Lenders.

Costs, Expenses. (a) The Borrower agrees to pay on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents and the other documents to be delivered hereunder (including, without limitation, (A) all due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing audit and recording insurance expenses and fees and expenses of consultants engaged with the prior consent of the Borrower (which consent shall not be unreasonably withheld) and (B) the reasonable fees and out-of-pocket expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent with respect thereto, with respect to advising the Administrative Agent and the Collateral Agent as to its their respective rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party the Borrower or with other creditors of any Loan Party or any of its Subsidiaries the Borrower arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in in, monitoring or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving affecting creditors’ ' rights generally and any proceeding ancillary thereto), (ii) . The Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and the Lender Parties Lenders in connection with the enforcement of the Loan DocumentsDocuments and the other documents to be delivered hereunder, whether in any action, suit or suit, litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ ' rights generally or otherwise (including, without limitation, the reasonable fees (including the allocated costs of internal counsel) and reasonable expenses of counsel for the Administrative Agent, the Collateral Agent and each Lender Party with respect thereto), (iii) all costs and expenses of the Swingline Bank and each Issuing Bank in connection with the Back-Stop Arrangements entered into by such Persons and (iv) the reasonable and documented fees and expenses enforcement of Xxxx Xxxxx & Xxxxxxx LLP, counsel to General Electric Capital Corporation, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Last Out Term Lendersrights under this Section 8.04(a).

Costs, Expenses. (a) The Borrower agrees In addition to the rights of indemnification under Article VIII, the Loan Parties, jointly and severally, agree to pay on to or reimburse the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and each Lender promptly after written demand therefor (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and each Lender in connection with the preparation, execution, deliverydelivery and administration (including any requested amendments, administrationwaivers or consents) of this Agreement and the other documents to be delivered in connection herewith, modification and amendment including all due diligence expenses (whether pre-closing, in connection with any Borrowing Request or otherwise, including the cost of obtaining Broker Price Opinions, inspections of Properties, title insurance, Surveys, Engineering Reports, Environmental Reports, Zoning Reports or with respect to cash management audits of the Loan Documents (includingParties), without limitation, (A) all due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent with respect thereto, 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 Loan Party or with other creditors of any Loan Party 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), (ii) all costs and expenses of the Administrative Agent and the Lender Parties in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and each Lender Party Lender, the Collateral Agent, the Calculation Agent, the Paying Agent and the Diligence Agent with respect theretothereto and advising the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and each Lender as to their respective rights and remedies under this Agreement and the other agreements executed in connection herewith, (ii) all out-of-pocket costs and expenses (including fees and expenses of counsel), incurred by the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent and each Lender in connection with the enforcement (including any enforcement of this indemnification) or protection of their rights under this Agreement and the other agreements and documents to be delivered in connection herewith and (iii) all reasonable out-of-pocket costs and expenses of the Swingline Bank and each Issuing Bank in connection with the Back-Stop Arrangements entered into by such Persons and (iv) the including reasonable and documented fees and expenses of Xxxx Xxxxx & Xxxxxxx LLPcounsel), counsel to General Electric Capital Corporationincurred by the Administrative Agent, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel the Collateral Agent or the Diligence Agent in connection with monthly lien searches related to the Last Out Term LendersEligible Properties which lien searches shall be performed in accordance with the lien search process agreed to on the Closing Date (it being understood that any failure by the Diligence Agent to follow such lien search process does not relieve the Loan Parties from its obligation to pay the amounts set forth in this clause (iii)).

Costs, Expenses. (a) The Borrower agrees to pay on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Collateral Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents and the other documents to be delivered hereunder (including, without limitation, (A) all due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing audit and recording insurance expenses and fees and expenses of consultants engaged with the prior consent of the Borrower (which consent shall not be unreasonably withheld) and (B) the reasonable fees and out-of-pocket expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent with respect thereto, with respect to advising the Administrative Agent and the Collateral Agent as to its their respective rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party the Borrower or with other creditors of any Loan Party or any of its Subsidiaries the Borrower arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in in, monitoring or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving affecting creditors’ ' rights generally and any proceeding ancillary thereto), (ii) . The Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and the Lender Parties in connection with the enforcement of the Loan DocumentsDocuments and the other documents to be delivered hereunder, whether in any action, suit or suit, litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ ' rights generally or otherwise (including, without limitation, the reasonable fees (including the allocated costs of internal counsel) and reasonable expenses of counsel for the Administrative Agent, the Collateral Agent and each Lender Party with respect thereto), (iii) all costs and expenses of the Swingline Bank and each Issuing Bank in connection with the Back-Stop Arrangements entered into by such Persons and (iv) the reasonable and documented fees and expenses enforcement of Xxxx Xxxxx & Xxxxxxx LLP, counsel to General Electric Capital Corporation, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Last Out Term Lendersrights under this Section 8.04(a).

Costs, Expenses. (a) The Borrower Each Loan Party, jointly and severally agrees to pay on demand demand, subject to any limitations set forth in Section 10.2 with respect to audits and inspections, (ia) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and following the occurrence and during the continuance of an Event of Default any Lender (including Attorney Costs) in connection with the preparation, execution, deliverysyndication, administrationdelivery and administration (including perfection and protection of any Collateral and the costs of Intralinks (or other similar service), modification if applicable) of this Agreement, the other Loan Documents and amendment all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and (b) all reasonable and documented out-of-pocket costs and expenses (including Attorney Costs) incurred by Administrative Agent and each Lender after an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof; provided, however, that such Attorney Costs described in each of clauses (including, without limitation, (Aa) all due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (Bb) the reasonable fees and expenses above shall be limited to Attorney Costs of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian one counsel and Fox Rothschild, Delaware counsel for to the Administrative Agent with respect theretoand Lenders taken as a whole, with respect one counsel for franchise counsel to advising Administrative Agent (and, if reasonably necessary, one local counsel to the Administrative Agent and all the Lenders taken 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 a whole in any Loan Party or with other creditors of any Loan Party 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 theretorelevant jurisdiction), (ii) all costs and expenses unless the representation of the Administrative Agent and one or more Lenders by counsel for all Lenders would be inappropriate due to the Lender Parties existence of an actual conflict of interest that is not waived, in which case Borrower shall also be required to reimburse the Attorney Costs of one counsel to such affected Lenders similarly-situated (taken as a whole). In addition, each Loan Party agrees to pay, and to save Administrative Agent and the Lenders harmless from all liability for, any fees of Borrower’s auditors in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for the exercise by Administrative Agent and each Lender Party with respect thereto), (iii) all costs and expenses the Lenders of their rights pursuant to Section 10.2. All Obligations provided for in this Section 15.5 shall survive repayment of the Swingline Bank Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and each Issuing Bank in connection with the Back-Stop Arrangements entered into by such Persons and (iv) the reasonable and documented fees and expenses termination of Xxxx Xxxxx & Xxxxxxx LLP, counsel to General Electric Capital Corporation, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Last Out Term Lendersthis Agreement.

Costs, Expenses. (a) The Borrower agrees to pay on within 30 days after demand in the form of a reasonably detailed xxxx therefor (i) all reasonable costs and expenses of the Administrative Agent Lender in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents and the other documents to be delivered hereunder (including, without limitation, (A) all due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent Lender with respect thereto, with respect to advising the Administrative Agent Lender 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 Loan Party the Borrower or with other creditors of any Loan Party the 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); provided, however, that the Borrower's obligation hereunder to pay the fees of the Lender's counsel, to the extent such fees are incurred in connection with the preparation, execution and delivery of the Loan Documents and accrued through the time of the initial Borrowing hereunder, shall be limited to an amount not in excess of the lesser of (x) $19,000 and (y) the sum of $14,000 plus 50% of such fees in excess of $14,000, and (ii) all reasonable costs and expenses of the Administrative Agent and the Lender Parties in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ ' rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Lender Party with respect thereto); provided, however, that (iii) all costs and expenses of the Swingline Bank and each Issuing Bank in connection with the Back-Stop Arrangements entered into by such Persons and (iv1) the reasonable and documented Borrower's obligations under this Section 7.04(a) to pay fees and expenses of Xxxx Xxxxx & Xxxxxxx LLPcounsel retained by the Lender in respect of any matter referred to in clause (i) hereof or in respect of any single action, suit, litigation or proceeding referred to in clause (ii) hereof shall not apply beyond the fees and expenses of one firm of general outside counsel together with one firm of local counsel in each relevant jurisdiction for each such matter, action, suit, litigation or proceeding and (2) nothing contained herein shall obligate the Borrower to General Electric Capital Corporation, Xxxxx Peabody LLP, pay the fees or expenses of any counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to retained by any assignee of the Last Out Term LendersLender hereunder.

Costs, Expenses. (a) The Borrower agrees to pay on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent and its affiliates in connection with the preparation, execution, delivery, administration, modification and amendment of of, or waiver under, the Loan Documents Documents, any L/C and the other documents to be delivered hereunder (including, without limitation, (A) all reasonable due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing audit and recording insurance expenses and fees and expenses of consultants engaged with the prior consent of the Borrower (which consent shall not be unreasonably withheld) and (B) the reasonable fees and out-of-pocket expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent with respect thereto, 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 DocumentsDocuments or any L/C, with respect to negotiations with any Loan Party the Borrower or with other creditors of any Loan Party or any of its Subsidiaries the Borrower arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in in, monitoring or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving affecting creditors’ ' rights generally and any proceeding ancillary thereto), (ii) . The Borrower further agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lender Parties Lenders in connection with the enforcement of the Loan DocumentsDocuments and the other documents to be delivered hereunder, whether in any action, suit or suit, litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ ' rights generally or otherwise (including, without limitation, the reasonable fees and reasonable expenses of counsel for the Administrative Agent and each Lender Party with respect thereto), (iii) all costs and expenses of the Swingline Bank and each Issuing Bank in connection with the Back-Stop Arrangements entered into by such Persons and (iv) the reasonable and documented fees and expenses enforcement of Xxxx Xxxxx & Xxxxxxx LLP, counsel to General Electric Capital Corporation, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Last Out Term Lendersrights under this Section 8.04(a).

Costs, Expenses. (a) The Borrower agrees In addition to the rights of indemnification under Article VIII, the Loan Parties, jointly and severally, agree to pay on to or reimburse the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and each Lender promptly after written demand therefor (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and each Lender in connection with the preparation, execution, deliverydelivery and administration (including any requested amendments, administrationwaivers or consents) of this Agreement and the other documents to be delivered in connection herewith, modification and amendment including all due diligence expenses (whether pre-closing, in connection with any Borrowing Request or otherwise, including the cost of obtaining Broker Price Opinions, inspections of Properties, title insurance, Surveys, Engineering Reports, Environmental Reports, Zoning Reports or with respect to cash management audits of the Loan Documents (includingParties), without limitation, (A) all due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent with respect thereto, 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 Loan Party or with other creditors of any Loan Party 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), (ii) all costs and expenses of the Administrative Agent and the Lender Parties in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and each Lender Party Lender, the Collateral Agent, the Calculation Agent, the Paying Agent and the Diligence Agent with respect theretothereto and advising the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and each Lender as to their respective rights and remedies under this Agreement and the other agreements executed in connection herewith, (ii) all out-of-pocket costs and expenses (including fees and expenses of counsel), incurred by the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent and each Lender in connection with the enforcement (including any enforcement of this indemnification) or protection of their rights under this Agreement and the other agreements and documents to be delivered in connection herewith and (iii) all reasonable out-of-pocket costs and expenses of the Swingline Bank and each Issuing Bank in connection with the Back-Stop Arrangements entered into by such Persons and (iv) the including reasonable and documented fees and expenses of Xxxx Xxxxx & Xxxxxxx LLPcounsel), counsel to General Electric Capital Corporationincurred by the Administrative Agent, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel the Collateral Agent or the Diligence Agent in connection with monthly lien searches related to the Last Out Term Lenders.Eligible Properties which lien searches shall be performed in accordance with the lien search process agreed to on the Closing Date (it being understood that any failure by the Diligence Agent to follow such lien search process does not relieve the Loan Parties from its obligation to pay the amounts set forth in this clause (iii)). ​ ​

Costs, Expenses. (a) The Borrower agrees In addition to the rights of indemnification under Article VIII hereof, the Loan Parties, jointly and severally, agree to pay on to the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent and each Lender promptly after written demand thereof (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent and each Lender in connection with the preparation, execution, deliverydelivery and administration (including any requested amendments, administrationwaivers or consents) of this Agreement and the other documents to be delivered in connection herewith, modification and amendment of the Loan Documents (including, without limitation, (A) including all due diligencediligence expenses (whether pre-closing, collateral review in connection with any Borrowing Request or examinationotherwise, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing including the cost of obtaining Broker Price Opinions and recording fees inspections of Properties) and expenses and (B) the reasonable fees and out-of-pocket expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent with respect thereto, with respect thereto (limited 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 Loan Party or with other creditors of any Loan Party 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), (ii) all costs and expenses of the Administrative Agent and the Lender Parties in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of one counsel for the Administrative Agent and the Lenders and one local counsel in each applicable jurisdiction except to the extent not practicable in light of any actual or perceived conflict of interest between such parties), the Collateral Agent, the Calculation Agent and the Paying Agent with respect thereto and advising the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent and each Lender Party with respect theretoas to their respective rights and remedies under this Agreement, and the other agreements executed in connection herewith, (ii) all reasonable costs and out-of-pocket expenses (including fees and expenses of one outside counsel and one local counsel in each applicable jurisdiction), incurred by the Administrative Agent, the Collateral Agent and each Lender in connection with the enforcement or protection of their rights under this Agreement and the other agreements and documents to be delivered in connection herewith and (iii) all reasonable costs and out-of-pocket expenses of the Swingline Bank and each Issuing Bank in connection with the Back-Stop Arrangements entered into by such Persons and (iv) the reasonable and documented including fees and expenses of Xxxx Xxxxx & Xxxxxxx LLP, one outside counsel to General Electric Capital Corporation, Xxxxx Peabody LLP, and one local counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel in each applicable jurisdiction except to the Last Out Term Lendersextent not practicable in light of any actual or perceived conflict of interest between such parties), incurred by the Administrative Agent in connection with monthly lien searches related to the Eligible Properties and the Non-Conforming Properties, which lien searches shall be performed in accordance with the lien search process set forth on Exhibit X attached hereto and results of such lien searches will be made available by the Administrative Agent to all Lenders upon request.

Costs, Expenses. (a) The Each Co-Borrower agrees to pay on demand (i) all costs and expenses of the Administrative Agent and each Co-Collateral Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents (including, without limitation, (A) all reasonable due diligence, collateral review or examinationreview, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and expenses, (B) the reasonable fees and expenses of White & Case LLP, special New York counsel and Mexican counsel, and Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent with respect theretothereto and one other local counsel acting in each other material jurisdiction, in each case acting jointly for the Administrative Agent and the Co-Collateral Agents, and (C) the reasonable fees and expenses of one counsel to the Administrative Agent (acting jointly for the Administrative Agent and the Co-Collateral Agents) (and in the event of any conflict of interest not more than one additional counsel) 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 Loan Party or with other creditors of any Loan Party 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), (ii) all costs and expenses of the Administrative Agent Agent, the Co-Collateral Agents and the Lender Parties in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of one counsel for the Administrative Agent and each Lender Party with respect thereto), Co-Collateral Agent and in the event of any conflict of interest not more than one additional counsel) and (iii) all reasonable costs and expenses of the Swingline Bank and each Issuing Bank in connection with the Back-Stop Arrangements entered into by such Persons and (iv) the reasonable and documented fees and expenses of Xxxx Xxxxx & Xxxxxxx LLP, counsel to General Electric Capital Corporation, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Last Out Term LendersPersons.

Costs, Expenses. (a) The Borrower agrees In addition to the rights of indemnification under Article VIII hereof, the Borrowers and Sponsor, jointly and severally, agree to pay on to the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and each Lender promptly after written demand therefor (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and each Lender in connection with the preparation, execution, deliverydelivery and administration (including any requested amendments, administrationwaivers or consents) of this Agreement and the other documents to be delivered in connection herewith, modification and amendment including all expenses of Modeling, all due diligence expenses (whether pre-closing, in connection with any Borrowing Request or otherwise, including the cost of obtaining Broker Price Opinions, inspections of Properties or with respect to cash management audits of the Loan Documents (includingParties), without limitation, (A) all due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (B) the reasonable fees and expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent with respect thereto, 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 Loan Party or with other creditors of any Loan Party 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), (ii) all costs and expenses of the Administrative Agent and the Lender Parties in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent and the Diligence Agent with respect thereto and advising the Administrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and each Lender Party as to their respective rights and remedies under this Agreement and the other agreements executed in connection herewith, (ii) all out-of-pocket costs and expenses (including fees and expenses of counsel), incurred by the Administrative Agent, the Collateral Agent and each Lender in connection with respect thereto)the enforcement or protection of their rights under this Agreement and the other agreements and documents to be delivered in connection herewith, (iii) all reasonable out-of-pocket costs and expenses (including reasonable fees and expenses of counsel), incurred by the Swingline Bank and each Issuing Bank Administrative Agent, the Collateral Agent or the Diligence Agent in connection with quarterly lien searches related to the Back-Stop Arrangements entered into Eligible Properties which lien searches shall be performed in accordance with the lien search process set forth on Exhibit Z attached hereto (it being understood that any failure by such Persons the Diligence Agent to follow the lien search process set forth on Exhibit Z does not relieve the Loan Parties from its obligation to pay the amounts set forth in this clause (iii)) and (iv) the reasonable and documented fees all unreimbursed costs and expenses of Xxxx Xxxxx & Xxxxxxx LLP, counsel to General Electric Capital Corporation, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, due and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel payable to the Last Out Term LendersAdministrative Agent, the Collateral Agent, the Calculation Agent, the Paying Agent, the Diligence Agent and each Lender under the Existing Agreement. Notwithstanding the foregoing, this Section 10.09 shall not apply to costs and expenses that are Taxes, which shall be governed by Section 2.12.

Costs, Expenses. (a) The Borrower agrees to pay on demand (i) all reasonable fees, costs and out-of-pocket expenses of the Administrative Agent Lender in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents (including, without limitation, (A) all due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing consultant and recording search fees and expenses and (B) the reasonable fees and expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian counsel and Fox Rothschild, Delaware counsel for the Administrative Agent Lender with respect thereto, with respect to advising the Administrative Agent Lender 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 Loan Party the Borrower or with other creditors of any Loan Party the 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), ) and (ii) all costs and expenses of the Administrative Agent and the Lender Parties in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ ' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent Lender); provided, however, that the Borrower and each the Lender Party with respect thereto), (iii) all costs agree that the amount of reasonable fees and expenses of counsel to the Swingline Bank and each Issuing Bank Lender payable in connection with the Back-Stop Arrangements entered into by negotiation, preparation and execution of, and the initial Advance under, the Loan Documents shall be, in the case of such Persons and (iv) fees, $10,000, plus, in the case of such expenses, the reasonable expenses and documented fees and expenses disbursements of Xxxx Xxxxx & Xxxxxxx LLP, such counsel to General Electric Capital Corporation, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Last Out Term Lendersin connection therewith.

Costs, Expenses. (a) The In addition to the rights of indemnification hereunder, the Borrower agrees to and Holdings, on a joint and several basis, shall pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent Agent, the Facility Servicer, Initial Lender, the Account Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and amendment of the Loan Documents (including, without limitationother documents to be delivered hereunder or in connection herewith, (A) all due diligence, collateral review or examination, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses and (Bii) the reasonable out-of-pocket fees and expenses of White & Case LLP, special New York counsel, Stikeman Elliott LLP, Canadian a single outside counsel and Fox Rothschildone local counsel as reasonably necessary in any relevant jurisdiction (and solely in the case of actual or bona fide perceived conflict of interest, Delaware one additional counsel in each relevant jurisdiction) for (w) the Administrative Agent with respect theretoAgent, the Account Bank the Collateral Custodian, (x) subject to clause (y) hereof, the Facility Servicer and the Initial Lender, (y) the Lenders, other than the Initial Lender where the Facility Servicer and the Initial Lender is the same Person, and (z) the Portfolio Asset Servicer, in each case, with respect to advising the Administrative Agent Agent, the Facility Servicer, the Lenders, the Portfolio Asset Servicer, the Account Bank and the Collateral Custodian as to its their respective rights and responsibilities, remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith; provided that the perfection, protection or preservation of rights or interests, under the 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 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), (ii) all aggregate costs and expenses of the Administrative Agent Facility Servicer and the Initial Lender Parties that are payable under this Section 11.07 shall not exceed $200,000 in connection with the closing of the transactions contemplated by this Agreement and the other Transaction Documents, and (iii) all reasonable and documented out-of-pocket costs and expenses, if any (including fees and expenses of each counsel), incurred by the Administrative Agent, the Facility Servicer, the Lenders, the Portfolio Asset Servicer, the Account Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of its rights under this Agreement or any other Transaction Document and the Loan Documents, whether other documents to be delivered hereunder or in any action, suit connection herewith or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Lender Party with respect thereto), (iii) all costs and expenses of the Swingline Bank and each Issuing Bank in connection with the Back-Stop Arrangements entered into by Advances made hereunder, including all such Persons and (iv) the reasonable and documented fees and out of pocket expenses incurred during any workout, restructuring or negotiations in respect of Xxxx Xxxxx & Xxxxxxx LLP, counsel to General Electric Capital Corporation, Xxxxx Peabody LLP, counsel to Xxxxx Xxxxx Management, and Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel such Advances. Any amounts subject to the Last Out Term Lendersindemnification provisions of this Section 11.07 shall be paid by the Borrower to the applicable party within 30 days following receipt by the Borrower of such Indemnified Party’s written demand therefor. Any Person making a request for reimbursement under this Section 11.07, shall submit to the Borrower any backup documentation or invoice reasonably requested by the Borrower.