1Costs and Expenses. Borrower shall promptly pay all taxes and assessments and all reasonable expenses, charges, costs and fees provided for in this Agreement or relating to the Loan, including, without limitation, fees and costs incurred in connection with protective advances made by Lender under this Agreement, any reasonable fees incurred for recording or filing any of the Loan Documents, title insurance premiums and charges, tax service contract fees, fees of any consultants, reasonable fees and expenses of Lender's counsel, documentation, closing, and processing fees, printing, photostating and duplicating expenses, air freight charges, escrow fees, costs of surveys, premiums of hazard insurance policies and surety bonds and fees for any appraisal and appraisal review, environmental report and environmental report review, inspection report review, and market or feasibility study required by Lender. Borrower hereby authorizes Lender to disburse the proceeds of the Loan to pay such expenses, charges, costs and fees notwithstanding that Borrower may not have requested a disbursement of such amount. Lender shall make such disbursements notwithstanding the fact that the Loan is not "in balance" or that Borrower is in default under the terms of this Agreement or any other Loan Document. Such disbursement shall be added to the outstanding principal balance of the Note. The authorization hereby granted shall be irrevocable, and no further direction or authorization from Borrower shall be necessary for Lender to make such
1Costs and Expenses. Borrower agrees to pay on demand (to the extent incurred after the Closing Date):
(a) all reasonable and customary out-of-pocket costs and expenses of the Bank, and all reasonable fees of counsel (and all disbursements by such counsel) to the Bank (including allocated reasonable costs of internal counsel), in connection with the negotiation, preparation, execution, and delivery of the Loan Documents, the LLC Operating Agreement, the Aetna Loan Documents, and any amendments, modifi- cations or waivers of the terms thereof or disputes among the parties thereto, or in connection with the exercise of any of the Bank's rights thereunder;
(b) all reasonable and customary title, appraisal, survey, audit, consulting, search, recording, filing and similar fees and expenses incurred by the Bank in connection with the Loan Documents or the Collateral; and
(c) all reasonable and customary costs and ex- penses of the Bank and reasonable fees and disbursements of counsel (including allocated reasonable costs of internal counsel), whether before, during or after the filing of any petition under any provision of the Bankruptcy Code by or against Borrower or the LLC or Partnership in connec- tion with (i) any default or Event of Default, (ii) the exercise, enforcement or defense (or attempted exercise, enforcement or defense), and preservation of any rights or interests under any or all of the Loan Documents, (iii) any out-of-court workout or other refinancing or restructuring or any bankruptcy case, (iv) any relief from stay proceedings or other actions or defenses of any kind taken in any bankruptcy or insolvency proceeding, and (v) the enforcement, defense or preservation of, and realization upon, any of the Collateral, including any losses, costs and expenses sustained by the Bank as a result of any failure by Borrower to perform or observe its obligations contained in any of the Loan Documents. Notwithstanding any provision to the contrary contained herein, Borrower shall have no obligation to pay to the Bank any administrative fees, servicing fees or other similar discretionary fees payable to the Bank or its affiliates or to any third parties to whom the Bank has delegated any servicing or administrative functions (provided that this sentence does not affect the Bank's right to reimbursement for attorneys' fees or other third party fees permitted under the Loan Documents).
1Costs and Expenses. The Borrowers shall pay (i) all reasonable out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out‑of‑pocket expenses incurred by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out‑of‑pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of any outside counsel for the Administrative Agent, any Lender or the Issuing Lender) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all reasonable out-of-pocket expenses of the Administrative Agent's regular employees and agents engaged periodically to perform audits of the Loan Parties' books, records and business properties.
1Costs and Expenses. To the extent allowed by Law, the Borrower agrees to pay all reasonable out-of-pocket costs and expenses (including the fees and expenses of counsel retained or employed by Lender and/or Agent) incurred by Lender and/or Agent and any participants of Lender and/or Agent in connection with the origination, administration, collection and enforcement of this Agreement and the other Loan Documents, including, without limitation, all costs and expenses incurred in obtaining, perfecting, maintaining, determining the priority of, and releasing any security for the Borrower’s obligations to Lender and/or Agent, and any stamp, intangible, transfer or like tax incurred in connection with this Agreement or any other Loan Document or the recording hereof or thereof.
1Costs and Expenses. To the extent permitted by applicable law, the Mortgagor shall pay to the Bank, on demand, all reasonable expenses (including attorneys' fees and expenses and reasonable consulting, accounting, appraisal, brokerage and similar professional fees and charges) incurred by the Bank in connection with the Bank's interpretation, recordation of this Mortgage, exercise, preservation or enforcement of any of its rights, remedies and options set forth in this Mortgage and in connection with any litigation, proceeding or dispute whether arising hereunder or otherwise relating to the Obligations, together with interest thereon to the extent permitted by applicable law, until paid in full by the Mortgagor at the highest rate set forth in any of the notes evidencing the Obligations. Any amounts owed by the Mortgagor hereunder shall be, until paid, part of the Obligations and secured by this Mortgage, and the Bank shall be entitled, to the extent permitted by law, to receive and retain such amounts in any action for a deficiency against or redemption by the Mortgagor, or any accounting for the proceeds of a foreclosure sale or of insurance proceeds.
1Costs and Expenses. The Borrowers promise to pay all Lender Party Expenses incurred from time to time. The agreement of the Borrowers set forth in this Section 10.08.1 shall not merge into any judgment entered in connection with this Agreement or any other Credit Documents but shall survive as a separate independent contractual agreement of the Borrowers.
1Costs and Expenses. Each Party shall bear such Party’s own expenses incurred in connection with the negotiation, preparation, execution and Closing of this Agreement and the Transactions, including financial advisors’, attorneys’, accountants’, brokers’, other professional fees and expenses; provided that Sellers shall be responsible for and shall discharge all Company Transaction Expenses (it being the Parties’ agreement that the Company shall not bear or otherwise be liable for any such expenses, except as otherwise stated above).
1Costs and Expenses. Borrower shall promptly pay all taxes and assessments and all reasonable expenses, charges, costs and fees provided for in this Agreement or relating to the Loan, including, without limitation, fees and costs incurred in connection with protective advances made by Lender under this Agreement, any reasonable fees incurred for recording or filing any of the Loan Documents, title insurance premiums and charges, tax service contract fees, fees of any consultants, reasonable fees and expenses of Lender's counsel, documentation, closing, and processing fees, printing, photostating and duplicating expenses, air freight charges, escrow fees, costs of surveys, premiums of hazard insurance policies and surety bonds and fees for any appraisal and appraisal review, environmental report and environmental report review, inspection report review, and market or feasibility study required by Lender. Borrower hereby authorizes Lender to disburse the proceeds of the Loan to pay such expenses, charges, costs and fees notwithstanding that Borrower may not have requested a disbursement of such amount. Lender shall make such disbursements notwithstanding the fact that the Loan is not 77 6284.98.1108841.12
1Costs and Expenses. 115134 11.3.2Indemnification by the Borrower. 116135 11.3.3Reimbursement by Lenders. 117136 11.3.4Waiver of Consequential Damages, Etc. 117136 11.3.5Payments. 118136 11.3.6Survival 118136 11.4Holidays. 118137 11.5Notices; Effectiveness; Electronic Communication. 118137 11.5.1Notices Generally. 118137 11.5.2Electronic Communications. 118137 11.5.3Change of Address, Etc. 119138 11.5.4Certificates of Officers 119138 11.6Severability. 119138
1Costs and Expenses. 96 10.3.2Indemnification by the Borrower. 97 10.3.3Reimbursement by Lenders. 97 204300082 10.3.4Waiver of Consequential Damages, Etc. 98 10.3.5Payments. 98 10.4Holidays. 98
