Common use of Periodic Expenses Clause in Contracts

Periodic Expenses. Borrowers shall reimburse Administrative Agent and each Lender for all reasonable and documented out-of pocket, third-party, legal, accounting, appraisal, consulting, and other reasonable and documented, out-of pocket, third-party fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, any Loan Document, any Advance (and the funding thereof), any Additional Collateral Event and any transactions contemplated thereby, including any actions taken to perfect or maintain priority of Administrative Agent’s Liens on any Collateral, to maintain any insurance required under the Insurance Requirements or to verify Collateral, whether prepared by Administrative Agent’s personnel or a third party; (c) subject to the limits of Section 11.1.3, each inspection, audit or appraisal with respect to any Obligor or Collateral; whether prepared by Administrative Agent’s personnel or a third party (d) subject to Sections 3.4.3 and 7.1.3, the due diligence and approval of any Nominated Financing including any Nominated Financing that is declined by Administrative Agent for financing under this Agreement; and (e) administration of and actions relating to any Intercompany Document or Underlying Financing Document or any of the transactions contemplated thereby, including any actions taken to perfect or maintain priority of the applicable Borrower’s Liens on any collateral securing any Intercompany Loan, to maintain any insurance required under any Intercompany Documents, or to verify any collateral securing any Intercompany Loan. All amounts payable by Borrowers under this Section 3.4.2 shall be due and payable as provided in Section 3.3.

Periodic Expenses. Borrowers shall shall, subject to any applicable caps in the Bank of America Letter Agreement, reimburse Administrative Agent and each Lender Agents for all reasonable and documented out-of pocket, third-party, legal, accounting, appraisal, consulting, and other reasonable and documented, out-of pocket, third-party fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment amendment, waivers, consents or other modification thereofthereof or to any Material Underlying Financing Documents (with respect to Material Underlying Financing Documents, solely to the extent consent of the Administrative Agent is required under Section 10.2.18); (b) the Administrative Agent’s review and diligence of Eligible Nominated Financings and Proposed Nominated Financings pursuant to Section 7.1 and the administration of and actions relating to any Collateral, any Loan Document, any Advance (and the funding thereof), any Additional Collateral Event and any transactions contemplated thereby, including any actions taken to perfect or maintain priority of Administrative Collateral Agent’s Liens on any Collateral, to maintain any insurance required under the Insurance Requirements or to verify Collateral, whether prepared by Administrative Agent’s personnel or a third party; (c) subject to the limits of Section 11.1.310.1.3, each inspection, audit or appraisal with respect to any Obligor or Collateral; , whether prepared by Administrative Agent’s personnel or a third party and (d) subject to Sections 3.4.3 and 7.1.3, the due diligence and approval of any Nominated Financing including any Nominated Financing that is declined by Administrative Agent for financing under this Agreement; and (e) administration of and actions relating to any Intercompany Document or Underlying Financing Document or any of the transactions contemplated thereby, including any actions taken to perfect or maintain priority of the applicable Borrower’s Liens on any collateral securing any Intercompany LoanApproved Financing, to maintain any insurance required under any Intercompany Underlying Financing Documents, or to verify any collateral securing any Intercompany LoanApproved Financings (provided that in the case of such amounts that are legal expenses, any such legal expenses shall be limited to a single firm of counsel for the Agents (which counsel may also represent the Lenders in the case of any such expenses arising under clause (a)). All amounts payable by Borrowers under this Section 3.4.2 shall be due and payable as provided in Section 3.3. Borrowers shall reimburse Issuing Bank for all reasonable and documented out-of pocket, third-party, legal, accounting, appraisal, consulting, and other reasonable and documented, out-of pocket, third-party fees, costs and expenses incurred by it in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder. No Borrower shall be required to reimburse any Lender for costs and expenses of such Lender in connection with the review of any Proposal Package or any other documents delivered pursuant to Section 7 hereof.

Periodic Expenses. Borrowers shall shall, subject to any applicable caps in the Bank of America Letter Agreement, reimburse Administrative Agent Agents and each Lender Lenders for all reasonable and documented out-of pocket, third-party, legal, accounting, appraisal, consulting, and other reasonable and documented, out-of pocket, third-party fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment amendment, waivers, consents or other modification thereofthereof or to any Material Underlying Financing Documents (with respect to Material Underlying Financing Documents, solely to the extent consent of the Administrative Agent is required under Section 10.2.18); (b) the Administrative Agent and Lenders review and diligence of Proposed Nominated Financings pursuant to Section 7.1.2 and the administration of and actions relating to any Collateral, any Loan Document, any Advance (and the funding thereof), any Additional Collateral Event and any transactions contemplated thereby, including any actions taken to perfect or maintain priority of Administrative Collateral Agent’s Liens on any Collateral, to maintain any insurance required under the Insurance Requirements or to verify Collateral, whether prepared by Administrative Agent’s personnel or a third party; (c) subject to the limits of Section 11.1.310.1.3, each inspection, audit or appraisal with respect to any Obligor or Collateral; , whether prepared by Administrative Agent’s personnel or a third party and (d) subject to Sections 3.4.3 and 7.1.3, the due diligence and approval of any Nominated Financing including any Nominated Financing that is declined by Administrative Agent for financing under this Agreement; and (e) administration of and actions relating to any Intercompany Document or Underlying Financing Document or any of the transactions contemplated thereby, including any actions taken to perfect or maintain priority of the applicable Borrower’s Liens on any collateral securing any Intercompany LoanApproved Financing, to maintain any insurance required under any Intercompany Underlying Financing Documents, or to verify any collateral securing any Intercompany LoanApproved Financings (provided that in the case of such amounts that are legal expenses, any such legal expenses shall be limited to a single firm of counsel for the Agents and Lenders). All amounts payable by Borrowers under this Section 3.4.2 shall be due and payable as provided in Section 3.3. Borrowers shall reimburse Issuing Bank for all reasonable and documented out-of pocket, third-party, legal, accounting, appraisal, consulting, and other reasonable and documented, out-of pocket, third-party fees, costs and expenses incurred by it in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder.