Other Fees, Costs and Expenses. All fees, costs and expenses incurred by the Agent or after the occurrence and during the continuance of an Event of Default, any Lender in connection with any matters contemplated by or arising out of this Agreement shall be part of the Obligations, payable on demand or following invoice by the Agent (for itself or on behalf of the Lenders) as provided in this subsection and secured by the Collateral, including, without limitation, the following: (i) in connection with opening and maintaining the Blocked Accounts and depositing for collection by the Agent any check or item of payment received by and/or delivered to any "Collecting Bank" (as hereinafter defined) or the Agent on account of the Obligations; (ii) arising out of the Agent's indemnification of any such Collecting Bank against damages incurred by the Collecting Bank in the operation of a Blocked Account; (iii) in connection with the Agent's forwarding to the Borrowers the proceeds of loans or advances hereunder; (iv) arising from photocopying and other mechanical or electronic reproduction in connection with the Agent's rights of inspection under subsection 7.2 hereof; (v) in connection with the documentation, negotiation, closing and ongoing administration of the loans described herein (including any and all amendments or waivers with respect hereto or with respect to the other Financing Agreements), including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; fees, costs and expenses of the Agent's attorneys and paralegals; and all taxes payable in connection with this Agreement or the other Financing Agreements (other than taxes measured on the overall net income or capital of the Agent or any Lender), whether such expenses and fees are incurred prior to, on or after the date hereof; (vi) in connection with any documentation, negotiation, closing and review of subordinated debt (including any offering or refinancing of any subordinated debt, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegals); and (vii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Collateral or the Agent's security interest or liens therein in accordance with subsections 9.2 and 9.3 hereof. The foregoing fees, costs and expenses (other than those incurred pursuant to subsection 9.2 or 9.3 hereof) shall be payable within 30 days following the Agent's statement and request for payment thereof, and any portion of the foregoing fees, costs and expenses which remains unpaid 30 days following such statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Base Rate or Default Rate then applicable to the Revolving Loan. Fees, costs and expenses payable pursuant to subsection 9.2 or 9.3 hereof shall be payable on demand and shall bear interest at the Default Rate then applicable to Revolving Loan from the date due hereunder (after all periods of grace have expired). In addition, the Company and each Borrower agrees to pay promptly upon request, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, all costs and expenses of Agent and the Lenders (including, without limitation, the reasonable fees and expenses of any accountants, environmental engineers, consultants, appraisers or other Persons retained by any of them) in connection with (A) verifying or inspecting the Accounts or the Inventory or the Borrowers' records with respect thereto, (B) the enforcement of any Lien granted pursuant to this Agreement or any Financing Agreement, (C) the collection of any amounts due and owing under this Agreement or any Financing Agreement or (D) with respect to advising Agent and the Lenders as to their respective rights and responsibilities under or in respect of this Agreement or any Financing Agreement.
Appears in 1 contract
Other Fees, Costs and Expenses. All Each Borrower shall pay to the Agent on demand all fees, costs and expenses incurred by the Agent or after the occurrence and during the continuance of an Event of Default, any Lender in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations, payable on demand or following invoice by the Agent (for itself or on behalf of the Lenders) as provided in this subsection Obligations and secured by the Collateral, ) including, without limitation, the following: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection by the Agent any check or item of payment received by and/or delivered to any "Collecting Bank" (as hereinafter defined) Bank or the Agent or any Lender on account of the Obligations; (iiiii) arising out of the Agent's indemnification of any such Collecting Bank against damages incurred by the such Collecting Bank in the operation of a Blocked Account; (iiiiv) in connection with the Agent's forwarding to the Borrowers any Borrower the proceeds of loans or advances hereunderhereunder including, without limitation, transfer fees; (ivv) arising from photocopying and other mechanical or electronic reproduction in connection with the Agent's rights of inspection under subsection 7.2 hereofSUBSECTION 7.2; (vvi) in connection with the documentation, negotiation, closing preparation, review, execution, delivery and ongoing administration of the loans described herein (including any Financing Agreements and all amendments or amendments, modifications and waivers with respect hereto or with respect to the other Financing Agreements), Agreements including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's attorneys and paralegals; paralegals and all taxes Taxes payable in connection with this Agreement or the other Financing Agreements (other than taxes measured on the overall net income or capital of the Agent or any Lender)Agreements, whether such fees, costs and expenses and fees are incurred prior to, on or after the date hereofClosing Date; (vivii) in connection with any documentation, negotiation, review or closing and review of subordinated debt (including with respect to any offering or refinancing of any subordinated debtSubordinated Debt, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegals); and (viiviii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Agent's Liens in the Collateral and (ix) in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the Agent's security interest or liens therein in accordance with subsections 9.2 and 9.3 hereofother Financing Agreements. The foregoing Borrowers shall reimburse the Agent and the Lenders for all out of pocket fees, costs and expenses incurred by the Agent or any Lender (other than those incurred pursuant to subsection 9.2 or 9.3 hereof) which fees, costs and expenses shall be payable within 30 days following part of the Agent's statement Obligations and request for payment thereofsecured by the Collateral) in connection with (i) any litigation, contest, dispute, suit, proceeding or action in any way relating to the Collateral, any of the Financing Agreements or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Parent or any Borrower or any Subsidiary that may be obligated to the Agent or any Lender by virtue of the Financing Agreements (including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceeding; PROVIDED that the Borrower shall have no obligation hereunder with respect to such fees, costs and expenses to the extent that a court of competent jurisdiction shall render a judgment, final and not subject to review on appeal, that such fees, costs and expenses arise from the gross negligence or willful misconduct of such Person; and (ii) the collection, lease, sale, taking of possession of, or liquidation of any of the Collateral or the enforcement (or attempted enforcement) of any Lien on any of the Collateral or the enforcement of any rights of the Agent or any Lender to collect any of the Obligations, including any such enforcement in the course of any work-out or restructuring of the Obligations during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceedings, in each case including, without limitation, reasonable fees, costs and expenses of the respective attorneys and paralegals of the Agent and the Lenders and the out-of-pocket costs and per diem charges for the examiners and agents of such Persons at their then applicable rates. Any portion of the foregoing fees, costs and expenses which remains unpaid 30 ten (10) days following such the Agent's statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Default Rate applicable to Base Rate or Default Rate then applicable to the Revolving Loan. Fees, costs and expenses payable pursuant to subsection 9.2 or 9.3 hereof shall be payable on demand and shall bear interest at the Default Rate then applicable to Revolving Loan from the date due hereunder (after all periods of grace have expired). In addition, the Company and each Borrower agrees to pay promptly upon request, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, all costs and expenses of Agent and the Lenders (including, without limitation, the reasonable fees and expenses of any accountants, environmental engineers, consultants, appraisers or other Persons retained by any of them) in connection with (A) verifying or inspecting the Accounts or the Inventory or the Borrowers' records with respect thereto, (B) the enforcement of any Lien granted pursuant to this Agreement or any Financing Agreement, (C) the collection of any amounts due and owing under this Agreement or any Financing Agreement or (D) with respect to advising Agent and the Lenders as to their respective rights and responsibilities under or in respect of this Agreement or any Financing AgreementLoans.
Appears in 1 contract
Other Fees, Costs and Expenses. All The Borrower shall pay to the Agent on demand all reasonable fees, costs and expenses incurred by the Agent or after the occurrence and during the continuance of an Event of Default, any Lender in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations, payable on demand or following invoice by the Agent (for itself or on behalf of the Lenders) as provided in this subsection Obligations and secured by the Collateral, ) including, without limitation, the following: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection by the Agent any check or item of payment received by and/or delivered to any "Collecting Bank" (as hereinafter defined) Bank or the Agent or any Lender on account of the Obligations; (iiiii) arising out of the Agent's indemnification of any such Collecting Bank against damages incurred by the such Collecting Bank in the operation of a Blocked Account; (iiiiv) in connection with the Agent's forwarding to the Borrowers Borrower the proceeds of loans or advances hereunder; (iv) arising from photocopying and other mechanical or electronic reproduction in connection with the Agent's rights of inspection under subsection 7.2 hereofhereunder including, without limitation, transfer fees; (v) in connection with the documentation, negotiation, closing preparation, review, execution and ongoing administration delivery of the loans described herein (including any Financing Agreements and all amendments or amendments, modifications and waivers with respect hereto or with respect to the other Financing Agreements), Agreements including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's attorneys and paralegals; and all taxes payable in connection with this Agreement or the other Financing Agreements (other than taxes measured on the overall net income or capital of the Agent or any Lender), whether such fees, costs and expenses and fees are incurred prior to, on or after the date hereofClosing Date; (vi) in connection with any documentation, negotiation, review or closing and review of subordinated debt (including any offering or refinancing of with respect to any subordinated debtindebtedness, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegalsparalegals (including, without limitation, the usual and customary charges of the Agent's internal counsel); and (vii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Collateral or the Agent's security interest or liens therein Liens in the Collateral in accordance with subsections 9.2 and 9.3 hereofsubsection 10.2 or in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the other Financing Agreements. The foregoing fees, costs and expenses (other than those incurred pursuant to subsection 9.2 or 9.3 hereof) shall be payable within 30 days following the Agent's statement and request for payment thereof, and any Any portion of the foregoing fees, costs and expenses which remains unpaid 30 ten (10) days following such the Agent's statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Base Rate or Default Rate then applicable to the Revolving Loan. Fees, costs and expenses payable pursuant to subsection 9.2 or 9.3 hereof shall be payable on demand and shall bear interest at the Default Rate then applicable to Revolving Loan from the date due hereunder (after all periods of grace have expired). In addition, the Company and each Borrower agrees to pay promptly upon request, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, all costs and expenses of Agent and the Lenders (including, without limitation, the reasonable fees and expenses of any accountants, environmental engineers, consultants, appraisers or other Persons retained by any of them) in connection with (A) verifying or inspecting the Accounts or the Inventory or the Borrowers' records with respect thereto, (B) the enforcement of any Lien granted pursuant to this Agreement or any Financing Agreement, (C) the collection of any amounts due and owing under this Agreement or any Financing Agreement or (D) with respect to advising Agent and the Lenders as to their respective rights and responsibilities under or in respect of this Agreement or any Financing AgreementRate.
Appears in 1 contract
Other Fees, Costs and Expenses. All Each Borrower shall pay to the Agent and the Audit Agent on demand all fees, costs and expenses incurred by the Agent or after and the occurrence Audit Agent (for purposes of CLAUSES (i) and during (v) below only, and only to the continuance extent incurred in the performance of an Event of Default, any Lender its obligations as the Audit Agent hereunder) in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations, payable on demand or following invoice by the Agent (for itself or on behalf of the Lenders) as provided in this subsection Obligations and secured by the Collateral, ) including, without limitation, the following: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection by the Agent any check or item of payment received by and/or delivered to any "Collecting Bank" (as hereinafter defined) Bank or the Agent or any Lender on account of the Obligations; (iiiii) arising out of the Agent's indemnification of any such Collecting Bank against damages incurred by the such Collecting Bank in the operation of a Blocked Account; (iiiiv) in connection with the Agent's forwarding to the Borrowers any Borrower the proceeds of loans or advances hereunderhereunder including, without limitation, transfer fees; (ivv) arising from photocopying and other mechanical or electronic reproduction in connection with the Agent's rights of inspection under subsection 7.2 hereofSUBSECTION 7.2; (vvi) in connection with the documentation, negotiation, closing preparation, review, execution, delivery and ongoing administration of the loans described herein (including any Financing Agreements and all amendments or amendments, modifications and waivers with respect hereto or with respect to the other Financing Agreements), Agreements including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's attorneys and paralegals; paralegals and all taxes Taxes payable in connection with this Agreement or the other Financing Agreements (other than taxes measured on the overall net income or capital of the Agent or any Lender)Agreements, whether such fees, costs and expenses and fees are incurred prior to, on or after the date hereofClosing Date; (vivii) in connection with any documentation, negotiation, review or closing and review of subordinated debt (including with respect to any offering or refinancing of any subordinated debtSubordinated Debt, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegals); and (viiviii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Agent's Liens in the Collateral and (ix) in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the Agent's security interest or liens therein in accordance with subsections 9.2 and 9.3 hereofother Financing Agreements. The foregoing Borrowers shall reimburse the Agent and the Lenders for all out of pocket fees, costs and expenses incurred by the Agent or any Lender (other than those incurred pursuant to subsection 9.2 or 9.3 hereof) which fees, costs and expenses shall be payable within 30 days following part of the Agent's statement Obligations and request for payment thereofsecured by the Collateral) in connection with (i) any litigation, contest, dispute, suit, proceeding or action in any way relating to the Collateral, any of the Financing Agreements or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Parent or any Borrower or any Subsidiary that may be obligated to the Agent or any Lender by virtue of the Financing Agreements (including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceeding); PROVIDED that the Borrower shall have no obligation hereunder with respect to such fees, costs and expenses to the extent that a court of competent jurisdiction shall render a judgment, final and not subject to review on appeal, that such fees, costs and expenses arise from the gross negligence or willful misconduct of such Person; and (ii) the collection, lease, sale, taking of possession of, or liquidation of any of the Collateral or the enforcement (or attempted enforcement) of any Lien on any of the Collateral or the enforcement of any rights of the Agent or any Lender to collect any of the Obligations, including any such enforcement in the course of any work-out or restructuring of the Obligations during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceedings, in each case including, without limitation, reasonable fees, costs and expenses of the respective attorneys and paralegals of the Agent and the Lenders and the out-of-pocket costs and per diem charges for the examiners and agents of such Persons at their then applicable rates. Any portion of the foregoing fees, costs and expenses which remains unpaid 30 ten (10) days following such the Agent's statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Default Rate applicable to Base Rate or Default Rate then applicable to the Revolving Loan. Fees, costs and expenses payable pursuant to subsection 9.2 or 9.3 hereof shall be payable on demand and shall bear interest at the Default Rate then applicable to Revolving Loan from the date due hereunder (after all periods of grace have expired). In addition, the Company and each Borrower agrees to pay promptly upon request, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, all costs and expenses of Agent and the Lenders (including, without limitation, the reasonable fees and expenses of any accountants, environmental engineers, consultants, appraisers or other Persons retained by any of them) in connection with (A) verifying or inspecting the Accounts or the Inventory or the Borrowers' records with respect thereto, (B) the enforcement of any Lien granted pursuant to this Agreement or any Financing Agreement, (C) the collection of any amounts due and owing under this Agreement or any Financing Agreement or (D) with respect to advising Agent and the Lenders as to their respective rights and responsibilities under or in respect of this Agreement or any Financing AgreementLoans.
Appears in 1 contract
Other Fees, Costs and Expenses. All Each Borrower shall pay to the Agent on demand all fees, costs and expenses incurred by the Agent or after the occurrence and during the continuance of an Event of Default, any Lender in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations, payable on demand or following invoice by the Agent (for itself or on behalf of the Lenders) as provided in this subsection Obligations and secured by the Collateral, ) including, without limitation, the following: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection by the Agent any check or item of payment received by and/or delivered to any "Collecting Bank" (as hereinafter defined) Bank or the Agent or any Lender on account of the Obligations; (iiiii) arising out of the Agent's indemnification of any such Collecting Bank against damages incurred by the such Collecting Bank in the operation of a Blocked Account; (iiiiv) in connection with the Agent's forwarding to the Borrowers any Borrower the proceeds of loans or advances hereunderhereunder including, without limitation, transfer fees; (ivv) arising from photocopying and other mechanical or electronic reproduction in connection with the Agent's rights of inspection under subsection 7.2 hereof7.2; (vvi) in connection with the documentation, negotiation, closing preparation, review, execution, delivery and ongoing administration of the loans described herein (including any Financing Agreements and all amendments or amendments, modifications and waivers with respect hereto or with respect to the other Financing Agreements), Agreements including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's attorneys and paralegals; paralegals and all taxes Taxes payable in connection with this Agreement or the other Financing Agreements (other than taxes measured on the overall net income or capital of the Agent or any Lender)Agreements, whether such fees, costs and expenses and fees are incurred prior to, on or after the date hereofClosing Date; (vivii) in connection with any documentation, negotiation, review or closing and review of subordinated debt (including with respect to any offering or refinancing of any subordinated debtSubordinated Debt, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegals); and (viiviii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Agent's Liens in the Collateral and (ix) in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the Agent's security interest or liens therein in accordance with subsections 9.2 and 9.3 hereofother Financing Agreements. The foregoing Borrowers shall reimburse the Agent and the Lenders for all out of pocket fees, costs and expenses incurred by the Agent or any Lender (other than those incurred pursuant to subsection 9.2 or 9.3 hereof) which fees, costs and expenses shall be payable within 30 days following part of the Agent's statement Obligations and request for payment thereofsecured by the Collateral) in connection with (i) any litigation, contest, dispute, suit, proceeding or action in any way relating to the Collateral, any of the Financing Agreements or any other agreement to be executed or delivered in connection therewith or herewith, whether as party, witness, or otherwise, including any litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against Parent or any Borrower or any Subsidiary that may be obligated to the Agent or any Lender by virtue of the Financing Agreements (including any such litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the Loans during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceeding; provided that the Borrower shall have no obligation hereunder with respect to such fees, costs and expenses to the extent that a court of competent jurisdiction shall render a judgment, final and not subject to review on appeal, that such fees, costs and expenses arise from the gross negligence or willful misconduct of such Person; and (ii) the collection, lease, sale, taking of possession of, or liquidation of any of the Collateral or the enforcement (or attempted enforcement) of any Lien on any of the Collateral or the enforcement of any rights of the Agent or any Lender to collect any of the Obligations, including any such enforcement in the course of any work-out or restructuring of the Obligations during the pendency of one or more Events of Default or in connection with any insolvency or bankruptcy case or proceedings, in each case including, without limitation, reasonable fees, costs and expenses of the respective attorneys and paralegals of the Agent and the Lenders and the out-of-pocket costs and per diem charges for the examiners and agents of such Persons at their then applicable rates. Any portion of the foregoing fees, costs and expenses which remains unpaid 30 ten (10) days following such the Agent's statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Default Rate applicable to Base Rate or Default Rate then applicable to the Revolving Loan. Fees, costs and expenses payable pursuant to subsection 9.2 or 9.3 hereof shall be payable on demand and shall bear interest at the Default Rate then applicable to Revolving Loan from the date due hereunder (after all periods of grace have expired). In addition, the Company and each Borrower agrees to pay promptly upon request, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, all costs and expenses of Agent and the Lenders (including, without limitation, the reasonable fees and expenses of any accountants, environmental engineers, consultants, appraisers or other Persons retained by any of them) in connection with (A) verifying or inspecting the Accounts or the Inventory or the Borrowers' records with respect thereto, (B) the enforcement of any Lien granted pursuant to this Agreement or any Financing Agreement, (C) the collection of any amounts due and owing under this Agreement or any Financing Agreement or (D) with respect to advising Agent and the Lenders as to their respective rights and responsibilities under or in respect of this Agreement or any Financing AgreementLoans.
Appears in 1 contract
Other Fees, Costs and Expenses. All The Borrower shall reimburse the Agent on demand for all out-of-pocket fees, costs and expenses reasonably incurred by the Agent or after the occurrence and during the continuance of an Event of Default, any Lender in connection with any matters contemplated by or arising out of this Agreement or any other Financing Agreement (which fees, costs and expenses shall be part of the Obligations, payable on demand or following invoice by the Agent (for itself or on behalf of the Lenders) as provided in this subsection Obligations and secured by the Collateral, ) including, without limitation, the following: (i) following the occurrence of an Event of Default in verifying or inspecting the Accounts or the Inventory or the Borrower's records with respect thereto; (ii) in connection with opening and maintaining the Blocked Accounts and depositing for collection by the Agent any check or item of payment received by and/or delivered to any "Collecting Bank" (as hereinafter defined) Bank or the Agent or any Lender on account of the Obligations; (iiiii) arising out of the Agent's indemnification of any such Collecting Bank against damages incurred by the such Collecting Bank in the operation of a Blocked Account; (iiiiv) in connection with the Agent's forwarding to the Borrowers Borrower the proceeds of loans or advances hereunderhereunder including, without limitation, transfer fees; (ivv) arising from photocopying and other mechanical or electronic reproduction in connection with the Agent's rights of inspection under subsection 7.2 hereof7.2; (vvi) in connection with the documentation, negotiation, closing preparation, review, execution and ongoing administration delivery of the loans described herein (including any Financing Agreements and all amendments or amendments, modifications and waivers with respect hereto or with respect to the other Financing Agreements), Agreements including, without limitation, search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses; filing and recording fees; reasonable fees, costs and expenses of the Agent's outside attorneys and paralegals; paralegals and all taxes Taxes payable in connection with this Agreement or the other Financing Agreements (other than taxes measured on the overall net income or capital of the Agent or any Lender)Agreements, whether such fees, costs and expenses and fees are incurred prior to, on or after the date hereofClosing Date; (vi) in connection with any documentation, negotiation, closing and review of subordinated debt (including any offering or refinancing of any subordinated debt, including, without limitation, the fees, costs and expenses of the Agent's attorneys and paralegals); and (vii) arising from the Agent's employment of counsel or otherwise in connection with protecting, perfecting or preserving the Collateral or the Agent's security interest or liens therein Liens in the Collateral in accordance with subsections 9.2 subsection 10.2 and 9.3 hereof(viii) in connection with any refinancing or restructuring of the credit arrangements provided under the Financing Agreements, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings, or in connection with any other matters contemplated by or arising out of this Agreement or the other Financing Agreements. The foregoing Borrower shall reimburse the Agent and the Lenders for all out of pocket fees, costs and expenses incurred by the Agent or any Lender (other than those incurred pursuant to subsection 9.2 or 9.3 hereof) shall be payable within 30 days following the Agent's statement and request for payment thereof, and any portion of the foregoing which fees, costs and expenses which remains unpaid 30 days following such statement and request for payment thereof shall bear interest from the date of such statement and request for payment at the Base Rate or Default Rate then applicable to the Revolving Loan. Fees, costs and expenses payable pursuant to subsection 9.2 or 9.3 hereof shall be payable on demand part of the Obligations and shall bear interest at secured by the Default Rate then applicable to Revolving Loan from the date due hereunder (after all periods of grace have expired). In addition, the Company and each Borrower agrees to pay promptly upon request, at any time and from time to time, after the occurrence and during the continuance of an Event of Default, all costs and expenses of Agent and the Lenders (including, without limitation, the reasonable fees and expenses of any accountants, environmental engineers, consultants, appraisers or other Persons retained by any of themCollateral) in connection with (Ai) verifying any litigation, contest, dispute, suit, proceeding or inspecting the Accounts or the Inventory or the Borrowers' records with respect thereto, (B) the enforcement of action in any Lien granted pursuant to this Agreement or any Financing Agreement, (C) the collection of any amounts due and owing under this Agreement or any Financing Agreement or (D) with respect to advising Agent and the Lenders as to their respective rights and responsibilities under or in respect of this Agreement or any Financing Agreement.way relating to
Appears in 1 contract
