Common use of Payment of Costs and Expenses; Professionals and Consultants Clause in Contracts

Payment of Costs and Expenses; Professionals and Consultants. (a) Borrower agrees to pay all reasonable costs and expenses incurred (whether before, after or during the Closing Date) by or on behalf of the Agent (including audit costs and expenses and all attorneys' and other professionals' and consultants' fees, costs and expenses of Agent incurred in connection with the preparation of, advice or counsel regarding, or enforcement of, any Loan Document) in connection with (i) the investigation, review, negotiation, preparation, execution, delivery, administration, syndication, participation, filing, recordation, refinancing, restructuring, renegotiation or enforcement of each of the Loan Documents, and any and all renewals, amendments, extensions, restatements, supplements, rearrangements, consents, waivers, assignments and modifications thereto or thereof, and the transactions contemplated thereby, (ii) the monitoring, evaluating, making, maintaining, servicing, enforcement and collection of the Revolving Loans and the Term Loans and the issuance, administration, maintaining, servicing, enforcement and payment of the Letters of Credit and the Reimbursement Obligations, (iii) the creation, preservation, maintenance, protection, perfection and enforcement of Rights under each Loan Document and Liens in Property (whether or not incurred in connection with the commencement of a proceeding, litigation, foreclosure or other proceeding), specifically including all costs and expenses incurred with respect to any bankruptcy, insolvency or reorganization proceeding, regardless of whether the Agent ultimately prevails in such bankruptcy, insolvency or reorganization proceeding, and (iv) all amounts expended, advanced or incurred by or on behalf of the Agent to satisfy any obligation of Borrower under any Loan Document which is not timely satisfied by Borrower, if the Agent, at its discretion, so chooses to incur any such expenses or costs. Without in any manner limiting the foregoing, Borrower shall also pay all costs associated with the Agent's annual audit of Borrower conducted in 1994 and each subsequent year thereafter, subject to a maximum of $5,000 per such audit. Notwithstanding the foregoing, Borrower's costs associated with the preparation of this Agreement and other Loan Documents for the execution on the Closing Date shall be limited to $25,000. (b) Should Borrower fail to perform or observe any covenant or agreement contained in any of the Loan Documents and such failure continues through the cure period provided for therein, if any, the Agent, the Issuing Bank or any Bank may then perform or attempt to perform such covenant or agreement on behalf of Borrower. Such Person will endeavor to give Borrower notice of such performance or attempted performance. Borrower shall, at the request of such Person, promptly pay any amount expended in such performance or attempted performance to (c) Borrower acknowledges and agrees that all attorneys, accountants, auditors, and other professional Persons and consultants who are from time to time engaged or employed by the-Agent (including, without limitation, Fulbright & Jawoxxxx X.X.P.) and whose fees and expenses are or may be paid or reimbursed, as applicable, by Borrower, pursuant to the terms of any Loan Document, are the professionals of the Agent and not of Borrower, and each of them (i) shall have the right to act exclusively in the interest of the Agent, and (ii) shall have no duty of disclosure, duty of loyalty, duty of care or any other duty of any type or nature whatsoever, or deemed to have any attorney-client or other similar professional relationship whatsoever, to Borrower.

Payment of Costs and Expenses; Professionals and Consultants. (a) Borrower agrees to pay all reasonable costs and expenses incurred (whether before, after or during the Closing Date) by or on behalf of the Agent and Banks (including audit costs and expenses and all attorneys' and other professionals' and consultants' fees, costs and expenses of Agent and Banks incurred in connection with the preparation of, advice or counsel regarding, or enforcement of, any Loan DocumentPaper) in connection with (i) the investigation, review, negotiation, preparation, execution, delivery, administration, syndication, participation, filing, recordation, refinancing, restructuring, renegotiation or enforcement of each of the Loan DocumentsPapers, and any and all renewals, amendments, extensions, restatements, supplements, rearrangements, consents, waivers, assignments and modifications thereto or thereof, and the transactions contemplated thereby, (ii) the monitoring, evaluating, making, maintaining, servicing, enforcement and collection of the Revolving Loans and the Term Loans and the issuance, administration, maintaining, servicing, enforcement and payment of the Letters of Credit and the Reimbursement ObligationsLoans, (iii) the creation, preservation, maintenance, protection, perfection and enforcement of Rights under each Loan Document Paper and Liens in Property (whether or not incurred in connection with the commencement of a proceeding, litigation, foreclosure or other proceeding), specifically including all costs and expenses incurred with respect to any bankruptcy, insolvency or reorganization proceeding, regardless of whether the Agent ultimately prevails in such bankruptcy, insolvency or reorganization proceeding, and (iv) all amounts expended, advanced or incurred by or on behalf of the Agent or Banks to satisfy any obligation of Borrower under any Loan Document Paper which is not timely satisfied by Borrower, if the Agent, or any Bank at its discretion, so chooses to incur any such expenses or costs. Without in any manner limiting the foregoing, Borrower shall also pay all costs associated with the Agent's annual audit of Borrower conducted in 1994 and each subsequent year thereafter, subject to a maximum of $5,000 per such audit. Notwithstanding the foregoing, Borrower's costs associated with the preparation of this Agreement and other Loan Documents for the execution on the Closing Date shall be limited to $25,000. (b) Should Borrower fail to perform or observe any covenant or agreement contained in any of the Loan Documents and such failure continues through the cure period provided for therein, if any, the Agent, the Issuing Bank or any Bank may then perform or attempt to perform such covenant or agreement on behalf of Borrower. Such Person will endeavor to give Borrower notice of such performance or attempted performance. Borrower shall, at the request of such Person, promptly pay any amount expended in such performance or attempted performance to (c) Borrower acknowledges and agrees that all attorneys, accountants, auditors, and other professional Persons and consultants who are from time to time engaged or employed by the-Agent (including, without limitation, Fulbright & Jawoxxxx X.X.P.) and whose fees and expenses are or may be paid or reimbursed, as applicable, by Borrower, pursuant to the terms of any Loan Document, are the professionals of the Agent and not of Borrower, and each of them (i) shall have the right to act exclusively in the interest of the Agent, and (ii) shall have no duty of disclosure, duty of loyalty, duty of care or any other duty of any type or nature whatsoever, or deemed to have any attorney-client or other similar professional relationship whatsoever, to Borrower.

Payment of Costs and Expenses; Professionals and Consultants. (a) Borrower agrees to pay all reasonable costs and expenses incurred (whether before, after or during the Closing Date) by or on behalf of the Agent (including audit costs and expenses and all attorneys' and other professionals' and consultants' fees, costs and expenses of Agent incurred in connection with the preparation of, advice or counsel regarding, or enforcement of, any Loan Document) in connection with (i) the investigation, review, negotiation, preparation, execution, delivery, administration, syndication, participation, filing, recordation, refinancing, restructuring, renegotiation or enforcement of each of the Loan Documents, and any and all renewals, amendments, extensions, restatements, supplements, rearrangements, consents, waivers, assignments and modifications thereto or thereof, and the transactions contemplated thereby, (ii) the monitoring, evaluating, making, maintaining, servicing, enforcement and collection of the Revolving Loans and the Term Loans and the issuance, administration, maintaining, servicing, enforcement and payment of the Letters of Credit and the Reimbursement Obligations, (iii) the creation, preservation, maintenance, protection, perfection and enforcement of Rights under each Loan Document and Liens in Property (whether or not incurred in connection with the commencement of a proceeding, litigation, foreclosure or other proceeding), specifically including all costs and expenses incurred with respect to any bankruptcy, insolvency or reorganization proceeding, regardless of whether the Agent ultimately prevails in such bankruptcy, insolvency or reorganization proceeding, and (iv) all amounts expended, advanced or incurred by or on behalf of the Agent to satisfy any obligation of Borrower under any Loan Document which is not timely satisfied by Borrower, if the Agent, at its discretion, so chooses to incur any such expenses or costs. Without in any manner limiting the foregoing, Borrower shall also pay all costs associated with the Agent's annual audit of Borrower conducted in 1994 and each subsequent year thereafter, subject to a maximum of $5,000 per such audit. Notwithstanding the foregoing, Borrower's costs associated with the preparation of this Agreement and other Loan Documents for the execution on the Closing Date shall be limited to $25,000. (b) Should Borrower fail to perform or observe any covenant or agreement contained in any of the Loan Documents and such failure continues through the cure period provided for therein, if any, the Agent, the Issuing Bank or any Bank may then perform or attempt to perform such covenant or agreement on behalf of Borrower. Such Person will endeavor to give Borrower notice of such performance or attempted performance. Borrower shall, at the request of such Person, promptly pay any amount expended in such performance or attempted performance toto such Person at the principal office of the Agent, together with interest on the portion thereof form time to time remaining unpaid at the Default Rate. Notwithstanding the foregoing, it is expressly understood and agreed that (i) neither the Agent nor the Issuing Bank, nor any Bank, assumes any liability or responsibility for the performance of any covenants or agreements of Borrower hereunder or under any of the other Loan Documents, or any other documents, or other control over the management and affairs of Borrower, and (ii) Borrower's failure to perform any covenant or agreement that is cured, in whole or in part, by any of their action shall be and continue a Default unless and until (A) all of such Person's attendant costs and expenses have been reimbursed as herein provided and (B) Borrower has submitted, and the Agent has received and approved, with the consent of the Required Banks, such objective evidence that supports the determination that such Default will not reoccur. (c) Borrower acknowledges and agrees that all attorneys, accountants, auditors, and other professional Persons and consultants who are from time to time engaged or employed by the-the Agent (including, without limitation, Fulbright Donoxxx, Xxxxxxx & Jawoxxxx X.X.P.) and whose fees and expenses are or may be paid or reimbursedXarrxxx, as applicable, by Borrower, pursuant to the terms of any Loan Document, are the professionals of the Agent and not of Borrower, and each of them (i) shall have the right to act exclusively in the interest of the Agent, and (ii) shall have no duty of disclosure, duty of loyalty, duty of care or any other duty of any type or nature whatsoever, or deemed to have any attorney-client or other similar professional relationship whatsoever, to Borrower.X.

Payment of Costs and Expenses; Professionals and Consultants. (a) The Borrower agrees to pay all reasonable costs and expenses incurred (whether before, after or during the Closing Date) by or on behalf of the Agent Bank (including audit costs and expenses and all attorneys' and other professionals' and consultants' fees, costs and expenses of Agent the Bank incurred in connection with the preparation of, advice or counsel regarding, or enforcement of, any Loan Document) in connection with (i) the investigation, review, negotiation, preparation, execution, delivery, administration, syndication, participation, filing, recordation, refinancing, restructuring, renegotiation or enforcement of each of the Loan Documents, and any and all renewals, amendments, extensions, restatements, supplements, rearrangements, consents, waivers, assignments and modifications thereto or thereof, and the transactions contemplated thereby, (ii) the ii)the monitoring, evaluating, making, maintaining, servicing, enforcement and collection of the Revolving Loans and the Term Loans and the issuance, administration, maintaining, servicing, enforcement and payment of the Letters of Credit and the Reimbursement ObligationsCredit, (iii) the creation, preservation, maintenance, protection, perfection and enforcement of Rights under each Loan Document and Liens in Property (whether or not incurred in connection with the commencement of a proceeding, litigation, foreclosure or other proceeding), specifically including all costs and expenses incurred with respect to any bankruptcy, insolvency or reorganization proceeding, regardless of whether the Agent Bank ultimately prevails in such bankruptcy, insolvency or reorganization proceeding, and (iv) all amounts expended, advanced or incurred by or on behalf of the Agent Bank to satisfy any obligation of any Borrower under any Loan Document which is not timely satisfied by such Borrower, if the AgentBank, at its discretion, so chooses to incur any such expenses or costs. Without in any manner limiting the foregoing, Borrower shall also pay all costs associated with the Agent's annual audit of Borrower conducted in 1994 and each subsequent year thereafter, subject to a maximum of $5,000 per such audit. Notwithstanding the foregoing, Borrower's costs associated with the preparation of this Agreement and other Loan Documents for the execution on the Closing Date shall be limited to $25,000. (b) Should Borrower fail to perform or observe any covenant or agreement contained in any of the Loan Documents and such failure continues through the cure period provided for therein, if any, the Agent, the Issuing Bank or any Bank may then perform or attempt to perform such covenant or agreement on behalf of the Borrower. Such Person The Bank will endeavor to give the Borrower notice of such performance or attempted performance. The Borrower shall, at the request of such Personthe Bank, promptly pay any amount expended in such performance or attempted performance toto the Bank at the principal office of the Bank, together with interest on the portion thereof from time to time remaining unpaid at the Default Rate. Notwithstanding the foregoing, it is expressly understood and agreed that (i) the Bank does not assume any liability or responsibility for the performance of any covenants or agreements of the Borrower hereunder or under any of the other Loan Documents, or any other documents, or other control over the management and affairs of the Borrower, and (ii) the Borrower's failure to perform any covenant or agreement that is cured, in whole or part, by any of their action shall be and continue a Default unless and until (A) all of the Bank's attendant costs and expenses have been reimbursed as herein provided and (B) the Borrower has submitted, and the Bank has received and approved, such objective evidence that supports the determination that such Default will not reoccur. (c) The Borrower acknowledges and agrees that all attorneys, accountants, auditors, and other professional Persons and consultants who are from time to time engaged or employed by the-Agent (including, without limitation, Fulbright & Jawoxxxx X.X.P.) the Bank and whose fees and expenses are or may be paid or reimbursed, as applicable, by Borrower, pursuant to the terms of any Loan Document, are the professionals of the Agent Bank and not of the Borrower, and each of them (i) shall have the right to act exclusively in the interest of the AgentBank, and (ii) shall have no duty of disclosure, duty of loyalty, duty of care or any other duty of any type or nature whatsoever, or deemed to have any attorney-client or other similar professional relationship whatsoever, to the Borrower.

Payment of Costs and Expenses; Professionals and Consultants. (a) Each Borrower agrees to pay all reasonable costs and expenses incurred (whether before, after or during the Closing Date) by or on behalf of the Agent (including audit costs and expenses and all attorneys' and other professionals' and consultants' fees, costs and expenses of Agent incurred in connection with the preparation of, advice or counsel regarding, or enforcement of, any Loan Document) in connection with (i) the investigation, review, negotiation, preparation, execution, delivery, administration, syndication, participation, filing, recordation, refinancing, restructuring, renegotiation or enforcement of each of the Loan Documents, and any and all renewals, amendments, extensions, restatements, supplements, rearrangements, consents, waivers, assignments and modifications thereto or thereof, and the transactions contemplated thereby, (ii) the monitoring, evaluating, making, maintaining, servicing, enforcement and collection of the Revolving Loans and the Term Loans and the issuance, administration, maintaining, servicing, enforcement and payment of the Letters of Credit and the Reimbursement ObligationsLoans, (iii) the creation, preservation, maintenance, protection, perfection and enforcement of Rights under each Loan Document and Liens in Property (whether or not incurred in connection with the commencement of a proceeding, litigation, foreclosure or other proceeding), specifically including all costs and expenses incurred with respect to any bankruptcy, insolvency or reorganization proceeding, regardless of whether the Agent ultimately prevails in such bankruptcy, insolvency or reorganization proceeding, and (iv) all amounts expended, advanced or incurred by or on behalf of the Agent to satisfy any obligation of any Borrower under any Loan Document which is not timely satisfied by such Borrower, if the Agent, at its discretion, so chooses to incur any such expenses or costs. Without in any manner limiting the foregoing, Borrower shall also pay all costs associated with the Agent's annual audit of Borrower conducted in 1994 and each subsequent year thereafter, subject to a maximum of $5,000 per such audit. Notwithstanding the foregoing, Borrower's costs associated with the preparation of this Agreement and other Loan Documents for the execution on the Closing Date shall be limited to $25,000. (b) Should any Borrower fail to perform or observe any covenant or agreement contained in any of the Loan Documents and such failure continues through the cure period provided for therein, if any, the Agent, the Issuing Bank Agent or any Bank may then perform or attempt to perform such covenant or agreement on behalf of such Borrower. Such Person will endeavor to give such Borrower notice of such performance or attempted performance. Such Borrower shall, at the request of such Person, promptly pay any amount expended in such performance or attempted performance toto such Person at the principal office of the Agent, together with interest on the portion thereof from time to time remaining unpaid at the Default Rate. Notwithstanding the foregoing, it is expressly understood and agreed that (i) neither the Agent nor any Bank assumes any liability or responsibility for the performance of any covenants or agreements of any Borrower hereunder or under any of the other Loan Documents, or any other documents, or other control over the management and affairs of any Borrower, and (h) such Borrower's failure to perform any covenant or agreement that is cured, in whole or part, by any of their action shall be and continue a Default unless and until (A) all of such Person's attendant costs and expenses have been reimbursed as herein provided and (B) such Borrower has submitted, and the Agent has received and approved. with the consent of the Required Banks, such objective evidence that supports the determination that such Default will not reoccur. (c) Each Borrower acknowledges and agrees that all attorneys, accountants, auditors, and other professional Persons and consultants who are from time to time engaged or employed by the-the Agent (including, without limitation, Fulbright & Jawoxxxx X.X.P.) Jenkens and whose fees and expenses are or may be paid or reimbursedGilcxxxxx, as applicable, by Borrower, pursuant to the terms of any Loan Document, are the professionals of the Agent and not of Borrower, and each of them (i) shall have the right to act exclusively in the interest of the Agent, and (ii) shall have no duty of disclosure, duty of loyalty, duty of care or any other duty of any type or nature whatsoever, or deemed to have any attorney-client or other similar professional relationship whatsoever, to Borrower.X.

Payment of Costs and Expenses; Professionals and Consultants. (a) Each Borrower agrees to pay all reasonable costs and expenses incurred (whether before, after or during the Closing Date) by or on behalf of the Agent and each Bank (including audit costs and expenses and all attorneys' ’ and other professionals' ’ and consultants' ’ fees, costs and expenses of the Agent and of each Bank incurred in connection with the preparation of, advice or counsel regarding, or enforcement of, any Loan Document) in connection with (i) the investigation, review, negotiation, preparation, execution, delivery, administration, syndication, participation, filing, recordation, refinancing, restructuring, renegotiation or enforcement of each of the Loan Documents, and any and all renewals, amendments, extensions, restatements, supplements, rearrangements, consents, waivers, assignments and modifications thereto or thereof, and the transactions contemplated thereby, ; (ii) the monitoring, evaluating, making, maintaining, servicing, enforcement and collection of the Revolving Loans and the Term Loans and the issuance, administration, maintaining, servicing, enforcement and payment of the Letters of Credit and the Reimbursement Obligations, Loans; (iii) the creation, preservation, maintenance, protection, perfection and enforcement of Rights under each Loan Document and Liens in Property (whether or not incurred in connection with the commencement of a proceeding, litigation, foreclosure or other proceeding), specifically including all costs and expenses incurred with respect to any bankruptcy, insolvency or reorganization proceeding, regardless of whether the Agent or a Bank ultimately prevails in such bankruptcy, insolvency or reorganization proceeding, ; and (iv) all amounts expended, advanced or incurred by or on behalf of the Agent or any Bank to satisfy any obligation of any Borrower under any Loan Document which is not timely satisfied by such Borrower, if the AgentAgent or any Bank, at its discretion, so chooses to incur any such expenses or costs. Without in any manner limiting the foregoing, Borrower shall also pay all costs associated with the Agent's annual audit of Borrower conducted in 1994 and each subsequent year thereafter, subject to a maximum of $5,000 per such audit. Notwithstanding the foregoing, Borrower's costs associated with the preparation of this Agreement and other Loan Documents for the execution on the Closing Date shall be limited to $25,000. (b) Should any Borrower fail to perform or observe any covenant or agreement contained in any of the Loan Documents and such failure continues through the cure period provided for therein, if any, the Agent, the Issuing Bank Agent or any Bank may then perform or attempt to perform such covenant or agreement on behalf of such Borrower. Such Person will endeavor to give such Borrower notice of such performance or attempted performance. Such Borrower shall, at the request of such Person, promptly pay any amount expended in such performance or attempted performance toto such Person at the principal office of the Agent, together with interest on the portion thereof from time to time remaining unpaid at the Default Rate. Notwithstanding the foregoing, it is expressly understood and agreed that (i) neither the Agent nor any Bank assumes any liability or responsibility for the performance of any covenants or agreements of any Borrower hereunder or under any of the other Loan Documents, or any other documents, or other control over the management and affairs of any Borrower; and (ii) such Borrower’s failure to perform any covenant or agreement that is cured, in whole or part, by any of their action shall be and continue a Default unless and until (A) all of such Person’s attendant costs and expenses have been reimbursed as herein provided; and (B) such Borrower has submitted, and the Agent has received and approved with the consent of the Required Banks, such objective evidence that supports the determination that such Default will not reoccur. (c) Each Borrower acknowledges and agrees that all attorneys, accountants, auditors, and other professional Persons and consultants who are from time to time engaged or employed by the-the Agent (including, without limitation, Fulbright Xxx & Jawoxxxx X.X.P.Xxxxx Incorporated) or by any Bank (including, without limitation, Mayer, Brown, Xxxx & Maw, LLP engaged by Xxxxxx) and whose fees and expenses are or may be paid or reimbursed, as applicable, by BorrowerBorrowers, pursuant to the terms of any Loan Document, are the professionals of the Agent or such Bank, respectively, and not of any Borrower, and each of them (i) shall have the right to act exclusively in the interest of the AgentAgent or such Bank, respectively; and (ii) shall have no duty of disclosure, duty of loyalty, duty of care or any other duty of any type or nature whatsoever, or deemed to have any attorney-client or other similar professional relationship whatsoever, to any Borrower.