Issuer Expenses. Subject to the limitations set forth below, the Issuer agrees to pay all costs and expenses incident to the Private Offering that it has previously approved in writing, whether or not the transactions contemplated hereunder are consummated or this Agreement is 10739013 v20 terminated, including expenses, fees and taxes in connection with: (i) the preparation of the Memorandum and any amendments or supplements thereto, and the printing and furnishing of copies thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (ii) the preparation, issuance and delivery of certificates, if any, for the Units, including any stock or other transfer taxes or duties payable upon the sale of the Units; (iii) all fees and expenses of the Issuer’s legal counsel, independent public or certified public accountants and other advisors; (iv) the fees and expenses of any transfer agent or registrar for the Units and any miscellaneous expenses referred to in the Memorandum; (v) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, in making presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the Private Offering; and (vi) the performance of the Issuer’s other obligations hereunder. Notwithstanding the foregoing, the Issuer shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 7(d) if the payment or reimbursement of such expenses would cause the aggregate of the Issuer’s “organization and offering expenses” as defined by FINRA Rule 2310 (including: (A) the Issuer expenses paid or reimbursed pursuant to this Section 7(d), (B) all items of underwriting compensation, including the selling commissions and dealer manager fees paid pursuant to Sections 7(a) and 7(b), and (C) the Dealer Manager costs and expenses described in Section 7(e)), to exceed 15.0% of the gross proceeds from the sale of the Units in the Private Offering.
Issuer Expenses. For any Collection Period, overhead and all other direct, out-of-pocket, reasonable costs and expenses of the Issuer (other than expenses paid pursuant to the Management Agreement and any Management Fee) payable during such Collection Period (including costs and expenses permitted to be paid to or by the Manager in connection with the conduct of the Issuer’s business, but excluding Operating Expenses and other costs and expenses required to be paid by the Manager under the Management Agreement), in each case determined on a cash basis, including but not limited to the following:
Issuer Expenses. You understand and acknowledge that Issuer may, from time to time and at any time, pay certain expenses or undertake certain actions to protect investments in any Loan to the extent deemed necessary in its sole discretion, including collection, foreclosure and legal costs, as well as payments necessary to pay senior liens, junior liens, and other fees and costs (“Protective Payments”). You understand, acknowledge, and, hereby, agree that Issuer shall have the right to be reimbursed in full for such Protective Payments (with interest payable at the applicable interest rate on the Note corresponding to such Loan from the time of expenditure or outlay of funds by Issuer to and including the date of receipt or collection of funds from the obligee of such Loan) upon the receipt of funds from any obligee on its Loan in relation to which loans Issuer made Protective Payments. Any amounts paid to the Issuer under the corresponding Borrower Loan shall be payable as follows: (1) to the Issuer, to recoup the Issuer’s Advances together with any accrued interest thereon, (2) to the Issuer or third parties for any fees and costs allowed to be charged under the Circular and (3) the balance, if any, pro rata to the Holders of the Notes.
Issuer Expenses. “Issuer Expenses” include expenses of the Issuer that are not attributable to a particular Fund or class of a Fund. Issuer Expenses include fees and expenses of those Independent Directors, including counsel fees for the Independent Directors, and certain extraordinary expenses of the Issuer that are not attributable to a particular Fund or class of a Fund.
Issuer Expenses. Promptly after notice from the Issuer, but in any event not later than thirty (30) days after such notice is given, the Institution shall pay the amount set forth in such notice as payable to the Issuer (1) to reimburse the Issuer for any external costs or expenses incurred by it attributable to the issuance of the Bonds or the financing or acquisition, construction or installation of the Facility, including, but not limited to, costs and expenses of insurance and auditing, (2) for the reasonable costs and expenses incurred by the Issuer to compel full and punctual performance by the Institution of all the provisions hereof, or of the Indenture in accordance with the terms hereof and thereof, and (iii) for the reasonable fees and expenses of the Trustee and any Paying Agent (including reasonable fees and expenses of counsel) in connection with performance of their duties under the Indenture.
Issuer Expenses. The Borrower shall pay (i) any expenses incurred to permit an Audit Firm to make the visits, inspections, examinations and other actions referred to in Section 4.3 of the 2011-A Indenture Supplement, (ii) the fees of the Indenture Trustee referred to in Section 6.6(a) of the Indenture; and (iii) any other costs, expenses or other amounts which, if not paid by the Borrower, would be the obligation of the Issuer pursuant to Sections 6.6(b) and (c) of the Indenture or Section 4.3 of the 2011-A Indenture Supplement; provided that the Issuer shall give the Borrower copies of any notices it receives under such sections and shall permit the Borrower to exercise its rights under Section 6.6(c) of the Indenture either in its own name or in the name of the Issuer.
Issuer Expenses. The Borrower agrees to reimburse the Issuer, upon demand, for all of the costs and expenses, including but not limited to reasonable attorneys fees, incurred by the Issuer in connection with the preparation of this Agreement, any amendments to the Insurance Agreement, or any other Documents, and the transactions contemplated hereby.
