Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save the Lender harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including reasonable and documented fees and expenses of outside counsel, including local counsel, auditors, appraisers, and all other professional, accounting, evaluation and consulting costs) incurred by the Lender from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any amendments, modifications, supplements, waivers or consents requested by the Borrower (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) the preservation and, following an Event of Default, enforcement of rights under this Agreement or any other Loan Document (including any such costs or expenses arising from or relating to (A) the creation, perfection or protection of the Lender’s Lien on any Collateral, (B) the protection, collection, lease, sale, taking possession of, preservation of, or realization on, any Collateral, including advances for storage, insurance premiums, transportation charges, taxes, filing fees and the like, (C) collection or enforcement of any outstanding Loan or any other amount owing by the Credit Parties hereunder or thereunder by the Lender, and (D) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).
Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save the Administrative Agent and each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel) incurred by the Administrative Agent or any Lender from time to time arising from or relating to (i) in the case of the Administrative Agent, the negotiation, syndication, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) in the case of the Syndication Agents, the syndication of this Agreement and the other Loan Documents, (iii) in the case of the Administrative Agent, any amendments, modifications, supplements, waivers or consents to this Agreement or any other Loan Document (whether or not ultimately entered into or granted), and (iv) in the case of the Administrative Agent or any Lender, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the Administrative Agent or such Lender, and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Documents).
Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save each Agent, the LC Issuer and, in the case of clause (iii) below, each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of one counsel to the Agents and auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs approved by the Borrower and, with respect to costs incurred by the Agents, or any Lender or the LC Issuer pursuant to clause (iii) below, reasonable fees and expenses of counsel (including allocated costs of in-house counsel to the extent that outside counsel has not been retained by such Lender)) incurred by the Agents or, in the case of clause (iii) below any Lender or the LC Issuer from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any other Loan Document, and (iii) following the occurrence of an Event of Default, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by any Agent, the LC Issuer or any Lender, and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the other Loan Documents).
Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save the Bank harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel) incurred by the Bank from time to time arising from or relating to (i) in the case of the Bank, the negotiation, syndication, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) in the case of the Bank, any amendments, modifications, supplements, waivers or consents to this Agreement or any other Loan Document (whether or not ultimately entered into or granted), and (iii) in the case of the Bank, the enforcement or preservation of rights under this Agreement or any other Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan or any other amount owing hereunder or thereunder by the Bank, and (B) any litigation, proceeding, dispute, work-out, restructuring or rescheduling related in any way to this Agreement or the Loan Documents).
Expenses; Taxes; Indemnity. (a) Borrowers agree to pay all reasonable legal, audit and appraisal fees and all other reasonable out-of-pocket charges and expenses incurred by Agent in connection with the negotiation, preparation, legal review and execution of each of the Financing Documents, including but not limited to UCC and judgment lien searches and UCC filings and fees for post-closing UCC and judgment lien searches. In addition, Borrowers shall pay all such fees and expenses associated with any amendments, modifications and terminations to the Financing Documents following closing. If Agent uses in-house counsel for any of these purposes, Borrowers further agree that the Obligations include reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Agent for the work performed.
Expenses; Taxes; Indemnity. (a) The Borrower agrees to pay or cause to be paid and to save the Agent and each of the Lenders harmless against liability for the payment of all reasonable out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel, including local counsel, auditors, consulting engineers, appraisers, and all other professional, accounting, evaluation and consulting costs to the Agent and, with respect to costs incurred by the Agent, or any Lender pursuant to clause (iii) below, such counsel and local counsel) incurred by the Agent, or in the case of clause (iii) below any Lender from time to time arising from or relating to (i) the negotiation, preparation, execution, delivery, administration and performance of this Agreement and the other Loan Documents, (ii) any requested amendments, modifications, supplements, waivers or consents (whether or not ultimately entered into or granted) to this Agreement or any Loan Document, and (iii) the enforcement or preservation of rights under this Agreement or any Loan Document (including but not limited to any such costs or expenses arising from or relating to (A) collection or enforcement of an outstanding Loan, Reimbursement Obligation or any other amount owing hereunder or thereunder by the Agent or any Lender and
Expenses; Taxes; Indemnity. (a) The Borrowers agree to pay or cause to be paid and to save the Lender harmless against liability for the payment of all out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel) incurred by the Lender arising from or relating to (i) the negotiation, preparation, execution, and delivery (including arrangement of participations) of this Agreement and the other Loan Documents, (ii) any amendments, modifications, supplements, waivers or consents to this Agreement or any Loan Document, (iii) the administration of the transactions contemplated by this Agreement and the Loan Documents, (iv) the Lender’s review of the third party appraisals required to be delivered to the Lender after the Restatement Date pursuant to Section 7.14 and any actions taken thereafter to satisfy the Collateral Coverage Requirement and (v) from time to time arising from or relating to the interpretation, enforcement or preservation of rights, and any other matter, under this Agreement or any Loan Document.
Expenses; Taxes; Indemnity. (a) The Borrowers agree to pay or cause to be paid and to save the Lender harmless against liability for the payment of all out-of-pocket costs and expenses (including but not limited to reasonable fees and expenses of counsel) incurred by the Lender arising from or relating to (i) the negotiation, preparation, execution, and delivery (including arrangement of participations) of this Agreement and the other Loan Documents and (ii) any amendments, modifications, supplements, waivers or consents to this Agreement or any Loan Document, (iii) the administration of the transactions contemplated by this Agreement and the Loan Documents, and (iv) from time to time arising from or relating to the interpretation, enforcement or preservation of rights, and any other matter, under this Agreement or any Loan Document.
Expenses; Taxes; Indemnity. 35 9.07. SEVERABILITY.......................................................36 9.08. PRIOR UNDERSTANDINGS...............................................36 9.09. DURATION; SURVIVAL.................................................36 9.10. COUNTERPARTS; FURTHER ASSURANCES...................................37 9.11.
Expenses; Taxes; Indemnity. (a) Each Borrower agrees (i) to pay or reimburse each Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution 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 hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including the custody, preservation, use, operation or sale of any of the Collateral) including all Attorney Costs, and (ii) to pay or reimburse each Agent and each Lender for all reasonable costs and expenses incurred in connection with any failure by any Credit Party to perform or observe any of the provisions of any Loan Document or the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents
