Common use of Payment of Expenses and Costs Clause in Contracts

Payment of Expenses and Costs. Except as provided in Section 9.5(b), the Borrower agrees (a) to pay or reimburse the Lender and the Security Trustee for all their reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Operative Agreements, and any amendment, supplement or modification of this Agreement or any other Operative Agreements requested by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel to the Lender and the Security Trustee and translation and registration fees, and (b) to pay or reimburse the Lender and the Security Trustee on demand for all their reasonable and documented costs and expenses incurred in connection with the enforcement of 39 any rights under this Agreement and the other Operative Agreements to which the Borrower is a party, including, without limitation, any translation and registration costs necessary for the enforcement of any Operative Agreements to which the Borrower is a party, and the reasonable fees and disbursements of counsel to the Lender and of counsel to the Security Trustee and (c) to pay, indemnify, and hold the Lender and the Security Trustee harmless from any and all United States recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, such United States recording and filing fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and the other Operative Agreements to which the Borrower is a party. Anything in this Section 9.15 notwithstanding, if any loan fails to be disbursed as a result of the failure of the Lender to act in good faith to fulfill its obligations or otherwise to comply with the terms of this Agreement or any other Operative Agreements, the Lender shall bear and pay its own fees, costs and expenses (including, without limitation, the fees and expenses of its counsel) relating to such loan.

Payment of Expenses and Costs. Except as provided in Section 9.5(b), the Borrower Republic agrees (a) to pay or reimburse each of the Lender Lender, the Export Credit Guarantor and the Security Trustee for all their its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Operative Agreements, and any amendment, supplement or modification of this Agreement or any other Operative Agreements requested by the BorrowerAgreement, including, without limitation, the reasonable fees and disbursements of counsel to the Lender and counsel to the Security Trustee Export Credit Guarantor, any Brazilian Taxes that may be imposed on or calculated by reference to such cost and expense amounts, and any translation and registration fees, and (b) to pay or reimburse each of the Lender and the Security Trustee Export Credit Guarantor on demand for all their its reasonable and documented costs and expenses incurred in connection with the enforcement of 39 any rights under this Agreement and the other Operative Agreements to which the Borrower is a partyor with any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, including, without limitation, any translation and registration costs necessary for the enforcement of this Agreement, any Operative Agreements Brazilian taxes that may be imposed on or calculated by reference to which the Borrower is a partysuch cost and expense amounts, and the reasonable fees and disbursements of counsel to the Lender and of counsel to the Security Trustee Export Credit Guarantor, and (c) to pay, indemnify, and hold each of the Lender and the Security Trustee Export Credit Guarantor harmless from any and all United States recording and International Registry recording, registration and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, such United States recording and International Registry recording, registration and filing fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and the other Operative Agreements to which the Borrower is a party. Anything in this Section 9.15 notwithstanding, if any loan fails to be disbursed as a result of the failure of the Lender to act in good faith to fulfill its obligations or otherwise to comply with the terms of this Agreement or any other Operative Agreements, the Lender shall bear and pay its own fees, costs and expenses (including, without limitation, the fees and expenses of its counsel) relating to such loanAgreement.

Payment of Expenses and Costs. Except as provided in Section 9.5(b), the Borrower Chautauqua agrees (a) to pay or reimburse the Lender and the Security Trustee for all their its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Agreement (PROVIDED that Chautauqua shall not be obligated to pay more than [*] for such costs and the other Operative Agreementsexpenses, EXCLUDING AMOUNTS for fees and disbursements of COUNSEL), and any amendment, supplement or modification of this Agreement or any other Operative Agreements requested by the BorrowerChautauqua, including, without limitation, the reasonable fees and disbursements of counsel to the Lender and the Security Trustee and translation and registration fees, and (b) to pay or reimburse the Lender and the Security Trustee on demand for all their its reasonable and documented costs and expenses incurred in connection with the enforcement of 39 any rights under this Agreement and the other Operative Agreements to which the Borrower is a partyAgreement, including, without limitation, any translation and registration costs necessary for the enforcement of any Operative Agreements to which the Borrower is a partythis Agreement, and the reasonable fees and disbursements of counsel to the Lender and of counsel to the Security Trustee and (c) to pay, indemnify, and hold the Lender and the Security Trustee harmless from any and all United States recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, such United States recording and filing fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and the other Operative Agreements to which the Borrower is a partyAgreement. Anything in this Section 9.15 8.5 notwithstanding, if any loan fails to be Direct Loan is not disbursed as a result of the failure of the Lender to act in good faith to fulfill its obligations or otherwise to comply with the terms of this Agreement or any other Operative AgreementsRelevant Loan Agreement, the Lender shall bear and pay its own fees, costs and expenses (including, without limitation, the fees and expenses of its counsel) relating to such loan.Loan. -29- -------- * Confidential

Payment of Expenses and Costs. Except as provided in Section 9.5(b), the Borrower Chautauqua agrees (a) to pay or reimburse the Lender and the Security Trustee for all their its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Agreement (PROVIDED that Chautauqua shall not be obligated to pay more than [*] for such costs and the other Operative Agreementsexpenses, EXCLUDING AMOUNTS for fees and disbursements of COUNSEL), and any amendment, supplement or modification of this Agreement or any other Operative Agreements requested by the BorrowerChautauqua, including, without limitation, the reasonable fees and disbursements of counsel to the Lender and the Security Trustee and translation and registration fees, and (b) to pay or reimburse the Lender and the Security Trustee on demand for all their its reasonable and documented costs and expenses incurred in connection with the enforcement of 39 any rights under this Agreement and the other Operative Agreements to which the Borrower is a partyAgreement, including, --------- * Confidential -27- without limitation, any translation and registration costs necessary for the enforcement of any Operative Agreements to which the Borrower is a partythis Agreement, and the reasonable fees and disbursements of counsel to the Lender and of counsel to the Security Trustee and (c) to pay, indemnify, and hold the Lender and the Security Trustee harmless from any and all United States recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, such United States recording and filing fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and the other Operative Agreements to which the Borrower is a partyAgreement. Anything in this Section 9.15 8.5 notwithstanding, if any loan fails to be Direct Loan is not disbursed as a result of the failure of the Lender to act in good faith to fulfill its obligations or otherwise to comply with the terms of this Agreement or any other Operative AgreementsRelevant Loan Agreement, the Lender shall bear and pay its own fees, costs and expenses (including, without limitation, the fees and expenses of its counsel) relating to such loanLoan.

Payment of Expenses and Costs. Except as provided in Section 9.5(b), the Borrower agrees (a) to pay or reimburse the Lender and the Security Trustee for all their reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Operative Agreements, and any amendment, supplement or modification of this Agreement or any other Operative Agreements requested by the Borrower, including, without limitation, the reasonable fees and disbursements of counsel to the Lender and the Security Trustee and translation and registration fees, and (b) to pay or reimburse the Lender and the Security Trustee on demand for all their reasonable and documented costs and expenses incurred in connection with the enforcement of 39 any rights under this Agreement and the other Operative Agreements to which the Borrower is a party, including, without limitation, any translation and registration costs necessary for the enforcement of any Operative Agreements to which the Borrower is a party, and the reasonable fees and disbursements of counsel to the Lender and of counsel to the Security Trustee and (c) to pay, indemnify, and hold the Lender and the Security Trustee harmless from any and all United States recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, such United States recording and filing fees, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement and the other Operative Agreements to which the Borrower is a party. Anything in this Section 9.15 notwithstanding, if any loan fails to be disbursed as a result of the failure of the Lender to act in good faith to fulfill its obligations or otherwise to comply with the terms of this Agreement or any other Operative Agreements, the Lender shall bear and pay its own fees, costs and expenses (including, without limitation, the fees and expenses of its counsel) relating to such loan.

Payment of Expenses and Costs. Except as in respect of an assignment in accordance with and to the extent provided in Section 9.5(b), the Borrower agrees (a) to pay or reimburse the Lender Lender, the Export Credit Guarantor and the Security Trustee on an After-tax Basis for all their reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the other Operative AgreementsAgreements (including without limitation, any registration, filing or recording fees with respect to the filings required under Section 4.2(b) with the FAA, the International Registry or under the UCC and any Brazilian Taxes that may be imposed on or calculated by reference to such cost and expense amounts), and any amendment, supplement or modification of this Agreement or any other Operative Agreements requested by the BorrowerBorrower or Guarantor, including, without limitation, the reasonable fees and disbursements of counsel to the Lender Lender, the Export Credit Guarantor and the Security Trustee and translation and registration fees, and (b) to pay or reimburse the Lender and the Security Trustee on an After-tax Basis on demand for all their reasonable and documented costs and expenses incurred in connection with the enforcement of 39 any rights under this Agreement Agreement, the Guaranty and the other Operative Agreements to which the Borrower is a party, including, without limitation, any translation and registration costs necessary for the enforcement of this Agreement, the Guaranty and any Operative Agreements to which the Borrower is a party, and the reasonable fees and disbursements of counsel to the Lender and of counsel to the Security Trustee and any Brazilian Taxes that may be imposed on or calculated by reference to such cost and expense amounts, (c) to pay, indemnify, and hold the Lender Lender, the Export Credit Guarantor and the Security Trustee harmless from any and all United States recording and International Registry recording, registration and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, such United States recording and filing fees, if any, which may be payable or determined to be payable in connection Loan Agreement (2013) NYDOCS01/1266448.20 with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement Agreement, the Guaranty and the other Operative Agreements to which the Borrower is a partyparty and (d) to pay or reimburse each of the Lender and the Export Credit Guarantor on demand for all of its reasonable costs and expenses, including any Brazilian Taxes that may be imposed on or calculated by reference to such cost and expense amounts, and the reasonable fees and disbursements of counsel to the Lender and counsel to the Export Credit Guarantor, incurred in connection with the assignment of any Relevant Loan that occurs as a result of the occurrence and continuation of an Event of Default. Anything in this Section 9.15 notwithstanding, if any loan fails to be disbursed as a result of the failure of the Lender to act in good faith to fulfill its obligations or otherwise to comply with the terms of this Agreement or any other Operative Agreements, the Lender shall bear and pay its own fees, costs and expenses (including, without limitation, the fees and expenses of its counsel) relating to such loan.