Common use of Payment of Expenses; Indemnification Clause in Contracts

Payment of Expenses; Indemnification. (a) The Borrower shall pay on demand: (i) any and all attorneys’ fees and disbursements and out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the development, drafting, negotiation and administration of the Credit Documents, any amendments thereto and the syndication and closing of the transactions contemplated thereby; and (ii) all costs and expenses (including fees and disbursements of in-house and other attorneys, appraisers and consultants) incurred by the Agents or the Lenders in any workout, restructuring or similar arrangements or, after an Event of Default, in connection with the protection, preservation, exercise or enforcement of any of the terms of the Credit Documents or in connection with any foreclosure, collection or bankruptcy proceedings. The foregoing costs and expenses shall include all out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. If requested by the Borrower, the Administrative Agent or a Lender, as applicable, will furnish to the Borrower, within ten Business Days of such request, a certificate setting forth the basis in reasonable detail with respect to any amounts requested under this Section 11.5(a). All amounts due under this Section 11.5(a) shall be payable within twenty Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all Credit Party Obligations.

Payment of Expenses; Indemnification. (a) The Borrower shall pay on demand: (i) any and all attorneys’ ' fees and disbursements and out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the development, drafting, negotiation and administration of the Credit Documents, any amendments thereto and the syndication and closing of the transactions contemplated thereby; and (ii) all costs and expenses (including fees and disbursements of in-house and other attorneys, appraisers and consultants) incurred by the Agents or the Lenders in any workout, restructuring or similar arrangements or, after an Event of Default, in connection with the protection, preservation, exercise or enforcement of any of the terms of the Credit Documents or in connection with any foreclosure, collection or bankruptcy proceedings. The foregoing costs and expenses shall include all out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. If requested by the Borrower, the Administrative Agent or a Lender, as applicable, will furnish to the Borrower, within ten Business Days of such request, a certificate setting forth the basis in reasonable detail with respect to any amounts requested under this Section 11.5(a). All amounts due under this Section 11.5(a) shall be payable within twenty Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all Credit Party Obligations.

Payment of Expenses; Indemnification. (a) The Borrower shall pay on demand: (i) any and all attorneys’ fees Attorney Costs and disbursements reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent Agent, the Lead Arrangers and their respective Affiliates in connection with the development, drafting, negotiation and administration of the Credit Documents, Documents and any amendments thereto and the syndication and closing of the transactions contemplated thereby; and (ii) all reasonable and documented out-of-pocket costs and expenses (including fees and disbursements of in-house and other attorneys, appraisers and consultants) incurred by the Agents or the Lenders in any workout, restructuring or similar arrangements or, after an Event of Default, in connection with the protection, preservation, exercise or enforcement of any of the terms of the Credit Documents or in connection with any foreclosure, collection or bankruptcy proceedings; provided, however, that Attorney Costs shall in each case be limited to the Attorney Costs of one counsel, but excluding the allocated cost of internal counsel and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions). The foregoing costs and expenses shall include all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented out-of-pocket cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. If requested by the Borrower, the Administrative Agent or a Lender, as applicable, will furnish to the Borrower, within ten 10 Business Days of such request, a certificate setting forth the basis in reasonable detail with respect to any amounts requested under this Section 11.5(a). All amounts due under this Section 11.5(a) shall be payable within twenty 20 Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all Credit Party Obligations.. 105

Payment of Expenses; Indemnification. (a) The Borrower shall pay on demand: (i) any and all attorneys’ fees and disbursements and out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the development, drafting, negotiation and administration of the Credit Documents, any amendments thereto and the syndication and closing of the transactions contemplated thereby; and (ii) all costs and expenses (including fees and disbursements of in-house and other attorneys, appraisers and consultants) incurred by the Agents Administrative Agent or the Lenders in any workout, restructuring or similar arrangements or, after an Event of Default, in connection with the protection, preservation, exercise or enforcement of any of the terms of the Credit Documents or in connection with any foreclosure, collection or bankruptcy proceedings. The foregoing costs and expenses shall include all out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. If requested by the Borrower, the Administrative Agent or a Lender, as applicable, will furnish to the Borrower, within ten Business Days of such request, a certificate setting forth the basis in reasonable detail with respect to any amounts requested under this Section 11.5(a). All amounts due under this Section 11.5(a) shall be payable within twenty Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all Credit Party Obligations.

Payment of Expenses; Indemnification. (a) The Borrower shall pay on demand: (i) any and all attorneys’ fees Attorney Costs and disbursements reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent Agent, the Lead Arrangers and their respective Affiliates in connection with the development, drafting, negotiation and administration of the Credit Documents, Documents and any amendments thereto and the syndication and closing of the transactions contemplated thereby; and (ii) all reasonable and documented out-of-pocket costs and expenses (including fees and disbursements of in-house and other attorneys, appraisers and consultants) incurred by the Agents or the Lenders in any workout, restructuring or similar arrangements or, after an Event of Default, in connection with the protection, preservation, exercise or enforcement of any of the terms of the Credit Documents or in connection with any foreclosure, collection or bankruptcy proceedings; provided, however, that Attorney Costs shall in each case be limited to the Attorney Costs of one counsel, but excluding the allocated cost of internal counsel and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions). The foregoing costs and expenses shall include all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the reasonable and documented out-of-pocket cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. If requested by the Borrower, the Administrative Agent or a Lender, as applicable, will furnish to the Borrower, within ten 10 Business Days of such request, a certificate setting forth the basis in reasonable detail with respect to any amounts requested under this Section 11.5(a). All amounts due under this Section 11.5(a) shall be payable within twenty 20 Business Days after demand therefor. The agreements in this Section shall survive the termination of the Commitments and repayment of all Credit Party Obligations.