Common use of Payment of Fees, Costs and Expenses Clause in Contracts

Payment of Fees, Costs and Expenses. It is the intent of the Company that the Executive not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action or arbitration proceeding because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Executive hereunder. Accordingly, if Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or arbitration proceeding designed to deny, or to recover from, the Executive the benefits intended to be provided to the Executive under Section 6 hereof, the Company will promptly, upon request of the Executive in the event of the likelihood of a Change in Control or upon a Change in Control, use its best efforts to secure an irrevocable standby letter of credit (the "Letter of Credit"), issued by Rhode Island Hospital Trust National Bank or another bank of comparable or greater size (the "Bank") for the benefit of the Executive providing that the fees and expenses of counsel selected from time to time by the Executive pursuant to this Section 6 or in proceedings contemplated by Section 4.6 shall be paid, or reimbursed to the Executive if paid by the Executive, on a regular, periodic basis upon presentation by the Executive to the Bank of a statement or statements prepared by such counsel in accordance with its customary practices. The Company shall pay all amounts and take all action necessary to maintain the Letter of Credit during the Term of Employment and for one (1) year thereafter and if, notwithstanding the Company's complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed, the Company shall use its best efforts to obtain a replacement irrevocable letter of credit drawn upon a commercial bank selected by the Company and reasonably acceptable to the Executive, upon substantially the same terms and conditions as contained in the Letter of Credit, or any similar arrangement which, in any case, assures the Executive the benefits of this Agreement without incurring any cost or expense for enforcement against the Company or the defense thereof.

Payment of Fees, Costs and Expenses. It is the intent The Borrower agrees to pay on demand all fees, costs and expenses of the Company that Administrative Agent (including the Executive not reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent and of local counsel, if any, who may be required retained by counsel to incur the expenses associated with Administrative Agent) in connection with (a) the enforcement negotiation, preparation, execution and delivery of his rights under this Agreement by litigation and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other legal action or arbitration proceeding because the cost and expense thereof would substantially detract from the benefits intended modifications to be extended to the Executive hereunder. Accordingly, if Executive determines in good faith that the Company has failed to comply with any of its obligations under this Agreement or if any other Loan Document as may from time to time hereafter be required, whether or not the Company transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of any Loan Document or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements, amendments and restatements and other modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or the terms of any Loan Document; (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other person takes Loan Document; and (d) the preparation of any action information or response required with respect to declare any investigative request or inquiry, approval, findings of suitability or any other response or communication involving a Governmental Instrumentality arising out of this Agreement void Agreement, any other Loan Documents or unenforceableany Obligation evidenced and secured by the Loan Documents or the participation in any public or investigatory hearing or meeting. The Borrower further agrees to pay, and to save the Administrative Agent, the Issuer and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the Loans hereunder, or institutes the issuance of the Notes or any litigation or arbitration proceeding designed other Loan Documents. The Borrower also agrees to deny, or to recover fromreimburse the Administrative Agent, the Executive the benefits intended to be provided to the Executive under Section 6 hereofIssuer and, the Company will promptly, upon request following a Default of the Executive nature set forth in the event Section 8.1.9 or an Event of the likelihood Default, each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses of a Change in Control or upon a Change in Control, use its best efforts to secure an irrevocable standby letter of credit (the "Letter of Credit"), issued by Rhode Island Hospital Trust National Bank or another bank of comparable or greater size (the "Bank") for the benefit of the Executive providing that the counsel and fees and expenses of counsel selected from time to time by the Executive pursuant to this Section 6 or in proceedings contemplated by Section 4.6 shall be paid, or reimbursed consultants to the Executive if paid by Administrative Agent, the ExecutiveIssuer and the Lenders, on and, based upon the written advice of legal counsel that, in such counsel's judgment, having a regularcommon counsel for the Administrative Agent, periodic basis upon presentation by the Executive to Issuer and the Bank of a statement or statements prepared by Lenders would present such counsel in accordance with its customary practices. The Company shall pay all amounts and take all action necessary to maintain a conflict of interest, of other separate counsel for each of the Letter of Credit during the Term of Employment and for one (1) year thereafter and if, notwithstanding the Company's complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed, the Company shall use its best efforts to obtain a replacement irrevocable letter of credit drawn upon a commercial bank foregoing Persons selected by the Company Person so affected by such conflict in connection with (x) the negotiation of any restructuring or “work-out” with the Borrower, whether or not consummated, of any Obligations and reasonably acceptable to (y) the Executive, upon substantially the same terms and conditions as contained in the Letter enforcement of Credit, or any similar arrangement which, in any case, assures the Executive the benefits of this Agreement without incurring any cost or expense for enforcement against the Company or the defense thereofObligations.