Common use of Expenses and Attorneys’ Fees Clause in Contracts

Expenses and Attorneys’ Fees. Borrower agrees to pay all reasonable, out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' fees and expenses) incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees to promptly pay all reasonable, out-of-pocket fees, charges, costs and expenses (including fees, charges, costs and expenses of attorneys, auditors, appraisers, consultants and advisors) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party, Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by Lenders. All fees, charges, costs and expenses for which Borrower is responsible under this SECTION 1.3(E) shall be deemed part of the Obligations when incurred, payable so long as no Event of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), and secured by the Collateral.

Expenses and Attorneys’ Fees. Borrower agrees to pay all reasonable, out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' ’ fees and expenses) incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees to promptly pay all reasonable, out-of-pocket fees, charges, costs and expenses (including fees, charges, costs and expenses of attorneys, auditors, appraisers, consultants and advisors) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party, Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' ’ fees, incurred by Lenders. All fees, charges, costs and expenses for which Borrower is responsible under this SECTION 1.3(ESection 1.3(e) shall be deemed part of the Obligations when incurred, payable so long as no Event in accordance with the final sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), Section 1.4 and secured by the Collateral.

Expenses and Attorneys’ Fees. Borrower agrees to pay all reasonable, out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' fees and expenses) incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees to promptly pay all reasonable, out-of-pocket fees, charges, costs and expenses (including fees, charges, costs and expenses of attorneys, auditors, appraisers, consultants and advisors) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party, Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by Lenders. All fees, charges, costs and expenses for which Borrower is responsible under this SECTION 1.3(E) shall be deemed part of the Obligations when incurred, payable so long as no Event in accordance with the penultimate sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), SECTION 1.4 and secured by the Collateral.

Expenses and Attorneys’ Fees. Borrower agrees Borrowers agree to promptly pay all reasonable, out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' fees and expensesexpenses and the allocated cost of internal legal staff) incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees Borrowers agree to reimburse Agent for all due and payable out of pocket costs (including reasonable fees and expenses) as incurred by Agent to third party appraisers and auditors, and a fee of $750 per audit day per in-house auditor, plus out of pocket expenses incurred by any such appraisers and auditors; provided, that in no event shall Borrowers be liable for any costs of any appraisal or audit performed after the Closing Date to the extent that any such appraisal or audit is not required by Section 4.9(e)(iii). Borrowers agree to promptly pay reasonable documentation charges assessed by Agent for amendments, waivers, consents and any of the documentation prepared by Agent's internal legal staff. Borrowers agree to promptly pay all reasonable, out-of-pocket fees, charges, costs and expenses (including fees, charges, costs and expenses of attorneys, auditorsauditors (whether internal or external), appraisers, consultants and advisorsadvisors and the allocated cost of internal legal staff) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party, Borrower agrees Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, expenses incurred by LendersLenders for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrower is Borrowers are responsible under this SECTION 1.3(ESection 1.3(g) shall be joint and several obligations and shall be deemed part of the Obligations when incurred, payable so long as no Event upon demand or in accordance with the final sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), Section 1.4 and secured by the Collateral.

Expenses and Attorneys’ Fees. Borrower agrees Borrowers agree to promptly pay all reasonable, out-of-pocket reasonable fees, charges, costs and expenses (including reasonable attorneys' ’ fees and expensesexpenses and the allocated cost of internal legal staff) incurred by Agent and GECM in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees Borrowers agree to promptly pay reasonable documentation charges assessed by Agent for amendments, waivers, consents and any of the documentation prepared by Agent’s internal legal staff. Borrowers agree to promptly pay all reasonable, out-of-pocket reasonable fees, charges, costs and expenses (including reasonable fees, charges, costs and expenses of attorneys, auditorsauditors (whether internal or external), appraisers, consultants and advisorsadvisors and the allocated cost of internal legal staff) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party, Borrower agrees Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, expenses incurred by LendersLenders for one (1) counsel acting for all Lenders other than Agent. All reasonable fees, charges, costs and expenses for which Borrower is Borrowers are responsible under this SECTION 1.3(ESection 1.3(g) shall be deemed part of the Obligations when incurred, payable so long as no Event promptly after demand or in accordance with the final sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), Section 1.4 and secured by the Collateral.

Expenses and Attorneys’ Fees. Borrower agrees Borrowers agree to promptly pay all reasonable, out-of-pocket reasonable fees, charges, costs and expenses (including reasonable attorneys' ’ fees and expensesexpenses and the allocated cost of internal legal staff) incurred by Agent and GECM in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees Borrowers agree to promptly pay reasonable documentation charges assessed by Agent for amendments, waivers, consents and any of the documentation prepared by Agent’s internal legal staff. Borrowers agree to promptly pay all reasonable, out-of-pocket reasonable fees, charges, costs and expenses (including reasonable fees, charges, costs and expenses of attorneys, auditorsauditors (whether internal or external), appraisers, consultants and advisorsadvisors and the allocated cost of internal legal staff) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party, Borrower agrees Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, expenses incurred by LendersLenders for one (1) counsel acting for all Lenders other than Agent. All reasonable fees, charges, costs and expenses for which Borrower is Borrowers are responsible under this SECTION 1.3(ESection 1.3(g) shall be deemed part of the Obligations when incurred, payable so long as no Event promptly after demand or in accordance with the final sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), Section 1.4 and secured by the Collateral. Agent and GECM agree to promptly deliver to the Borrower Representative invoices in respect of audits and appraisals of Inventory or Accounts of the Credit Parties.

Expenses and Attorneys’ Fees. Borrower agrees to promptly pay all reasonable, reasonable out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' fees and expensesexpenses of outside counsel, but excluding the fees and expenses of internal legal staff) incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees to reimburse Agent for all due and payable out of pocket costs (including reasonable fees and expenses) as incurred by Agent to third party appraisers and auditors, and a fee of $800 per audit day per in-house auditor, plus reasonable out-of-pocket expenses incurred by any such appraisers and auditors. Borrower agrees to promptly pay all reasonable, reasonable out-of-pocket fees, charges, costs and expenses (including fees, charges, costs and expenses of attorneys, auditorsauditors (whether internal or external), appraisers, consultants and advisors) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party, Borrower agrees to promptly pay all reasonable out-of-pocket fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, expenses incurred by LendersLenders for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrower is responsible under this SECTION 1.3(ESection 1.3(g) shall be deemed part of the Obligations when incurred, payable so long as no Event within five (5) Business Days of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), demand or in accordance with the final sentence of Section 1.4 and secured by the Collateral.

Expenses and Attorneys’ Fees. Borrower agrees to promptly pay all reasonable, reasonable out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' ’ fees and expenses) incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees to promptly pay all reasonable, out-of-pocket reasonable fees, charges, costs and expenses (including reasonable fees, charges, costs and expenses of attorneys, auditorsauditors (whether internal or external), appraisers, consultants and advisors) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Partyof its Subsidiaries. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Partyof its Subsidiaries, Borrower agrees to promptly pay all reasonable fees, charges, costs and expensesexpenses incurred by Lenders, including, without limitation, reasonable attorneys' fees, incurred by Lendersattorney fees for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrower is responsible under this SECTION 1.3(ESection 1.3(e) shall be deemed part of the Obligations when incurred, payable so long as no Event upon demand or in accordance with the final sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), Section 1.4 and secured by the Collateral.

Expenses and Attorneys’ Fees. Borrower agrees to pay all reasonable, out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' fees and expenses) incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees to promptly pay all reasonable, out-of-pocket fees, charges, costs and expenses (including fees, charges, costs and expenses of attorneys, auditors, appraisers, consultants and advisors) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party, Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, incurred by Lenders. All fees, charges, costs and expenses for which Borrower is responsible under this SECTION 1.3(E) shall be deemed part of the Obligations when incurred, payable so long as no Event in accordance with the penultimate sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), and secured by the Collateral.SECTION 1.4

Expenses and Attorneys’ Fees. Borrower agrees to promptly pay all reasonable, out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' fees and expensesexpenses and the reasonably allocated cost of internal legal staff) incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees to reimburse Agent for all due and payable out of pocket costs (including reasonable fees and expenses) as incurred by Agent to third party auditors and appraisers and a fee of $750 per audit day per in-house auditor, plus out of pocket expenses incurred by any such appraisers and auditors. Borrower agrees to promptly pay reasonable documentation charges assessed by Agent for amendments, waivers, consents and any of the documentation prepared by Agent's internal legal staff. Borrower agrees to promptly pay all reasonable, out-of-pocket fees, charges, costs and expenses (including fees, charges, costs and reasonable expenses of attorneys, auditorsauditors (whether internal or external), appraisers, consultants and advisorsadvisors and the reasonably allocated cost of internal legal staff) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower or any other Credit Party, Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, expenses incurred by LendersLenders for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrower is responsible under this SECTION 1.3(ESection 1.3(f) shall be deemed part of the Obligations when incurred, payable so long as no Event upon demand or in accordance with the final sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), Section 1.4 and secured by the Collateral.

Expenses and Attorneys’ Fees. Borrower agrees Borrowers agree to promptly pay all reasonable, out-of-pocket reasonable fees, charges, costs and expenses (including reasonable attorneys' fees and expenses) and, in instances where outside counsel is not used, the reasonable allocated cost of internal legal staff incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees Borrowers agree to promptly pay all reasonablereasonable documentation charges assessed by Agent for amendments, waivers, consents and any of the documentation prepared by Agent's internal legal staff and out-of-pocket fees and costs paid to third party auditors retained by Agent (or $800 per audit day plus out-of-pocket expenses for in-house auditors). Borrowers agree to promptly pay all fees, charges, costs and expenses (including fees, charges, costs and expenses of attorneys, auditorsauditors (whether internal or external), appraisers, consultants and advisorsadvisors and the allocated cost of internal legal staff) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party, Borrower agrees Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, expenses incurred by LendersLenders for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrower is Borrowers are responsible under this SECTION 1.3(ESection 1.3(e) shall be deemed part of the Obligations when incurred, payable so long as no Event upon demand or in accordance with the final sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), Section 1.4 and secured by the Collateral.

Expenses and Attorneys’ Fees. Borrower agrees Borrowers agree to promptly pay all reasonable, out-of-pocket reasonable fees, charges, costs and expenses (including reasonable attorneys' fees and expenses) and, in instances where outside counsel is not used, the reasonable allocated cost of internal legal staff incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees Borrowers agree to promptly pay all reasonablereasonable documentation charges assessed by Agent for amendments, waivers, consents and any of the documentation prepared by Agent's internal legal staff and out-of-pocket fees and costs paid to third party auditors retained by Agent (or $800 per audit day plus out-of-pocket expenses for in-house auditors). Borrowers agree to promptly pay all fees, charges, costs and expenses (including fees, charges, costs and expenses of attorneys, auditorsauditors (whether internal or external), appraisers, consultants and advisorsadvisors and the allocated cost of internal legal staff) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party, Borrower agrees Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, expenses incurred by LendersLenders for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrower is Borrowers are responsible under this SECTION 1.3(ESection 1.3(c) shall be deemed part of the Obligations when incurred, payable so long as no Event upon demand or in accordance with the final sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), Section 1.4 and secured by the Collateral.

Expenses and Attorneys’ Fees. Borrower agrees Borrowers agree to promptly pay all reasonable, out-of-pocket reasonable fees, charges, costs and expenses (including reasonable attorneys' fees and expenses) and, in instances where outside counsel is not used, the reasonable allocated cost of internal legal staff incurred by Agent in connection with any matters contemplated by or arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated herein and in connection with the continued administration of the Loan Documents including any amendments, modifications, consents and waivers. Borrower agrees Borrowers agree to promptly pay all reasonablereasonable documentation charges assessed by Agent for amendments, waivers, consents and any of the documentation prepared by Agent's internal legal staff and out-of-pocket fees and costs paid to third party auditors retained by Agent (or $750 per audit day plus out-of-pocket expenses for in-house auditors). Borrowers agree to promptly pay all fees, charges, costs and expenses (including fees, charges, costs and expenses of attorneys, auditorsauditors (whether internal or external), appraisers, consultants and advisorsadvisors and the allocated cost of internal legal staff) incurred by Agent in connection with any amendment, waiver, consent with respect to the Loan Documents, Event of Default, work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party. In addition, in connection with any work-out or action to enforce any Loan Document or to collect any payments due from Borrower Borrowers or any other Credit Party, Borrower agrees Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys' fees, expenses incurred by LendersLenders for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrower is Borrowers are responsible under this SECTION 1.3(ESection 1.3(e) shall be deemed part of the Obligations when incurred, payable so long as no Event upon demand or in accordance with the final sentence of Default has occurred and is continuing, 10 days after notice thereof to Borrower (and otherwise payable upon demand), Section 1.4 and secured by the Collateral.