Common use of Lender Expenses Clause in Contracts

Lender Expenses. Whether or not any Loan is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, including, without limitation, the Lender’s out-of-pocket expenses and the charges and disbursements to counsel retained by the Lender, and (b) pay and save the Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 shall survive the repayment in full of the Notes and the Subordinated Debenture. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 6% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.

Lender Expenses. Whether or not any Loan the Initial Disbursement is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, including all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Transaction Documents, provided that such costs and expenses shall not exceed $65,000, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, including, without limitation, the Transaction Documents (including Lender’s out-of-pocket expenses and the charges and disbursements to internal counsel of Lender or U.S. Bank or third party counsel or credit underwriters retained by the Lender), and (b) pay and save the hold Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents Transaction Documents, or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan Transaction Documents, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 5.5 shall survive the repayment in full of the Notes and the Subordinated Debenture. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 63% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.

Lender Expenses. Whether or not any Loan the Initial Disbursement is made, Borrower will (a) pay all reasonable out-of-pocket costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Transaction Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Transaction Documents, including, without limitation, the Lender’s reasonable out-of-pocket expenses and the reasonable charges and disbursements to counsel retained by the Lender, and (b) pay pay, on demand, and save the Lender and all other holders of the Notes and Subordinated Debenture Note harmless against any and all liability with respect to amounts payable as a result of (i) any stamp or documentary taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Transaction Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan DocumentsTransaction Documents (which taxes exclude income taxes owed by Lender in respect of interest or other amounts paid on the Note), (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 5.6 shall survive the repayment in full of the Notes and the Subordinated DebentureNote. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon within 30 days of demand by Lender shall bear interest from the date incurred demanded at the rate of interest in effect or announced by Lender from time to time as its Base Rate for Borrowing Tranches on such date plus 63% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.

Lender Expenses. Whether or not any Loan is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement includingAgreement, without limitation, including all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, including, without limitation, the including Lender’s out-of-pocket expenses and the charges and disbursements to counsel retained by the Lender, and (b) pay and save the Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, taxes and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 6.1 shall survive the repayment in full of the Notes and the Subordinated Debenture. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 6% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.

Lender Expenses. Whether or not any Loan the Initial Disbursement is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, including all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Transaction Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Transaction Documents, including, without limitation, the including Lender’s out-of-pocket expenses and the reasonable charges and disbursements to counsel retained by the Lender, and (b) pay pay, on demand, and save the Lender and all other holders of the Notes and Subordinated Debenture Note harmless against any and all liability with respect to to, amounts payable as a result of (i) any taxes which that may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Documents Transaction Documents, or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Transaction Documents, if and to the extent Borrower is liable for such taxes pursuant to the other provisions of this Agreement, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 5.6 shall survive the repayment in full of the Notes and the Subordinated DebentureNote. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon within 10 days after demand by Lender shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 63% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.

Lender Expenses. Whether or not any Loan is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, including, without limitation, the Lender’s out-of-pocket expenses and the charges and disbursements to counsel retained by the Lender, and (b) pay and save the Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 shall survive the repayment in full of the Notes and the Subordinated Debenture. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 6% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.. Second Amended and Restated Loan and German American Bancorp, Inc./ JX Xxxxxx Cxxxx Bank, N.A.

Lender Expenses. Whether or not any Loan is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, including, without limitation, the Lender’s 's out-of-pocket expenses and the charges and disbursements to counsel retained by the Lender, and (b) pay and save the Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 5.6 shall survive the repayment in full of the Notes and the Subordinated Debenture. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 6% per annum and shall be deemed part of the Borrower’s 's Liabilities hereunder.

Lender Expenses. Whether or not any Loan the Initial Disbursement is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Transaction Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Transaction Documents, including, without limitation, the Lender’s out-of-pocket expenses and the charges and disbursements to counsel retained by the Lender, and (b) pay pay, on demand, and save the Lender and all other holders of the Notes and Subordinated Debenture Note harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Transaction Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan DocumentsTransaction Documents (which taxes exclude income taxes owed by Lender in respect of interest paid on the Note), (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 5.6 shall survive the repayment in full of the Notes and the Subordinated DebentureNote. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 63% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.

Lender Expenses. Whether or not any Loan the Disbursement is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Transaction Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Transaction Documents, including, without limitation, the Lender’s out-of-pocket expenses and the charges and disbursements to counsel retained by the Lender, and (b) pay pay, on demand, and save the Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Transaction Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan DocumentsTransaction Documents (which taxes exclude income or franchise taxes owed by Lender), (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income withholding taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 5.5 shall survive the repayment in full of the Notes and the Subordinated Debenture. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 63% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.

Lender Expenses. Whether or not any Loan Regardless of whether the Initial Disbursement is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, including all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Transaction Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Transaction Documents, including, without limitation, the including Lender’s out-of-pocket expenses and the reasonable charges and disbursements to of counsel retained by the Lender, and (b) pay pay, on demand, and save the Lender and all other holders of the Notes and Subordinated Debenture Note harmless against any and all liability with respect to to, amounts payable as a result of (i) any taxes which that may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Documents Transaction Documents, or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Transaction Documents, if and to the extent Borrower is liable for such taxes pursuant to the other provisions of this Agreement, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 5.6 shall survive the repayment in full of the Notes and the Subordinated DebentureNote. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon within 10 days after demand by Lender shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 63% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.

Lender Expenses. Whether or not any Loan the Disbursement is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with (i) the preparation, negotiation and execution of the Loan Transaction Documents, not to exceed $50,000 or in connection with (ii) any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, Transaction Documents (including, without limitation, the LenderLxxxxx’s out-of-pocket expenses and the charges and disbursements to counsel retained by the LenderLxxxxx), and (b) pay and save the Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Transaction Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan DocumentsTransaction Documents (excluding, in each case, taxes calculated based upon the income of Lender, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 5.5 shall survive the repayment in full of the Notes and the Subordinated Debenture. Any of the foregoing amounts incurred by the Lender Lxxxxx and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 63% per annum and shall be deemed part of the BorrowerBxxxxxxx’s Liabilities hereunder.

Lender Expenses. Whether or not any Loan the Initial Disbursement is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Debt Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Debt Documents, including, without limitation, the Lender’s 's out-of-pocket expenses and the charges and disbursements to counsel retained by the Lender, and (b) pay and save the Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Debt Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan Debt Documents, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 5.6 shall survive the repayment in full of the Notes and the Subordinated Debenture. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 6% per annum and shall be deemed part of the Borrower’s 's Liabilities hereunder. Notwithstanding anything to the contrary set forth in this Agreement, Borrower agrees to pay, or reimburse Lender for, a maximum amount of $25,000 for legal fees (exclusive of costs and expenses) incurred in connection with the negotiation, documentation and initial closing of the transactions contemplated by this Agreement.

Lender Expenses. Whether or not any Loan is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, including, without limitation, the Lender’s out-of-pocket expenses and the charges and disbursements to counsel retained by the Lender, and (b) pay and save the Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 6.1 shall survive the repayment in full of the Notes and the Subordinated Debenture. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon demand shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 6% per annum and shall be deemed part of the Borrower’s Liabilities hereunder.

Lender Expenses. Whether or not any Loan Regardless of whether the Disbursement is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, including all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Transaction Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Transaction Documents, including, without limitation, the including Lender’s out-of-pocket 's out‑of‑pocket expenses and the reasonable charges and disbursements to of counsel retained by the Lender, and (b) pay pay, on demand, and save the Lender and all other holders of the Notes and Subordinated Debenture Note harmless against any and all liability with respect to to, amounts payable as a result of (i) any taxes which that may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Documents Transaction Documents, or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture Note or the other Loan Transaction Documents, if and to the extent Borrower is liable for such taxes pursuant to the other provisions of this Agreement, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any income taxes in respect of any reimbursement by Borrower for any of such violations, taxes, interests or penalties paid by the Lender. The obligations of the Borrower under this Section 4.11 5.6 shall survive the repayment in full of the Notes and the Subordinated DebentureNote. Any of the foregoing amounts incurred by the Lender and not paid by the Borrower upon within 10 days after demand by Lender shall bear interest from the date incurred at the rate of interest in effect or announced by Lender from time to time as its Base Rate plus 63% per annum and shall be deemed part of the Borrower’s 's Liabilities hereunder.