Common use of Reimbursement and Expenses Clause in Contracts

Reimbursement and Expenses. Borrower will promptly pay: 12.2.1 without regard for whether any Loans are made, all reasonable out-of-pocket expenses of Agent in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Notes and the other Loan Documents, including all due diligence, all post-closing matters, syndication, and the transactions contemplated hereunder and thereunder and the making of the Loans, including, recording and filing fees, and the reasonable attorneys’ fees and disbursements of counsel for Agent; 12.2.2 all reasonable out-of-pocket expenses of Agent in connection with the administration or monitoring of the Loans, the Collateral, this Agreement and the other Loan Documents in accordance with the provisions thereof, the restructuring and refinancing of the transaction herein contemplated, and in connection with the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent relating to this Agreement or the other Loan Documents, including, auditing costs and expenses with respect to the Collateral, the reasonable attorneys’ fees and expenses of counsel and the reasonable fees and expenses of Agent’s other professionals (including financial advisor); 12.2.3 all of Agent’s and Lender’s out-of-pocket costs and expenses of enforcement of and obtaining performance under this Agreement or the other Loan Documents, and of collection of the Obligations, in any arbitration, mediation, legal action or proceeding (including any case under the Bankruptcy Code or similar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and each Lender; 12.2.4 all Charges levied on, or assessed, placed or made against any Collateral, the Notes or the other Loan Documents or the Obligations; and 12.2.5 [Reserved].

Reimbursement and Expenses. Borrower will promptly pay: 12.2.1 without regard for whether any Loans are made, all reasonable and documented, out-of-pocket expenses of Agent invoiced to Borrower in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Notes Agreement and the other Loan Documents, including all due diligence, all post-closing matters, syndication, and the transactions contemplated hereunder and thereunder and the making of the Loans, including, recording and filing fees, and the reasonable and documented attorneys’ fees and disbursements of counsel for Agent; 12.2.2 except as otherwise provided herein, all reasonable out-of-pocket expenses of Agent in connection with the administration or monitoring of the Loans, the Collateral, this Agreement and the other Loan Documents in accordance with the provisions thereof, the restructuring and refinancing of the transaction herein contemplated, and in connection with the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent relating to this Agreement or the other Loan Documents, including, including reasonable auditing costs and expenses with respect to the Collateral, Collateral and the reasonable and documented attorneys’ fees and expenses of counsel and the reasonable fees and expenses of Agent’s other professionals (including financial advisor)counsel; 12.2.3 all of Agent’s and Lender’s each Lenders’ out-of-pocket costs and expenses of enforcement of and obtaining performance under this Agreement or the other Loan Documents, and of collection of the ObligationsObligations and of enforcement of the Loan Documents, in any arbitration, mediation, legal action or proceeding (including any case under the Bankruptcy Code or similar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and each Lender;; and 12.2.4 all Charges levied on, or assessed, placed or made against any Collateral, the Revolving Notes or the other Loan Documents or the Obligations; and 12.2.5 [Reserved].

Reimbursement and Expenses. Borrower will promptly pay: 12.2.1 without regard for whether any Loans are mademade or any Letter of Credit Obligations are incurred, all reasonable out-of-pocket expenses of Agent Agents in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Notes and the other Loan Documents, including all due diligence, all post-closing matters, syndication, and the transactions contemplated hereunder and thereunder and the making of the LoansLoans and the incurrence of the Letter of Credit Obligations, including, recording and filing fees, and the reasonable attorneys’ fees and disbursements of counsel for AgentAgents; 12.2.2 all reasonable out-of-pocket expenses of Agent Agents in connection with the administration or monitoring of the Loans, the Collateral, this Agreement and the other Loan Documents in accordance with the provisions thereof, the restructuring and refinancing of the transaction herein contemplated, and in connection with the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent Agents relating to this Agreement or the other Loan Documents, including, auditing costs and expenses with respect to the Collateral, Collateral and the reasonable attorneys’ fees and expenses of counsel and the reasonable fees and expenses of Agent’s other professionals (including financial advisor)counsel; 12.2.3 all of Agent’s and Lender’s Agents’ out-of-pocket costs and expenses of enforcement of and obtaining performance under this Agreement or the other Loan Documents, and of collection of the Obligations, in any arbitration, mediation, legal action or proceeding (including any case under the Bankruptcy Code or similar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent Agents and each Credit Facility Lender; 12.2.4 all Charges levied on, or assessed, placed or made against any Collateral, the Notes or the other Loan Documents or the Obligations; and 12.2.5 [Reserved].

Reimbursement and Expenses. Borrower will promptly pay: 12.2.1 without regard for whether any Loans are mademade or any Letter of Credit Obligations are incurred, all reasonable out-of-pocket expenses of Agent Agents in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Notes and the other Loan Documents, including all due diligence, all post-closing matters, syndication, and the transactions contemplated hereunder and thereunder and the making of the LoansLoans and the incurrence of the Letter of Credit Obligations, including, recording and filing fees, and the reasonable attorneys’ fees and disbursements of counsel for AgentAgents; 12.2.2 subject to the limitations set forth in Section 6.6, all reasonable out-of-pocket expenses of Agent Agents in connection with the administration or monitoring of the Loans, the Collateral, this Agreement and the other Loan Documents in accordance with the provisions thereof, the restructuring and refinancing of the transaction herein contemplated, and in connection with the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent Agents relating to this Agreement or the other Loan Documents, including, auditing costs and expenses with respect to the Collateral, Collateral and the reasonable attorneys’ fees and expenses of counsel and the reasonable fees and expenses of Agent’s other professionals (including financial advisor)counsel; 12.2.3 all of Agent’s and Lender’s Agents’ out-of-pocket costs and expenses of enforcement of and obtaining performance under this Agreement or the other Loan Documents, and of collection of the Obligations, in any arbitration, mediation, legal action or proceeding (including any case under the Bankruptcy Code or similar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and each LenderAgents; 12.2.4 all Charges levied on, or assessed, placed or made against any Collateral, the Notes or the other Loan Documents or the Obligations; and 12.2.5 [Reserved].

Reimbursement and Expenses. Borrower will promptly pay: 12.2.1 without regard for whether any Loans are made, all reasonable and documented, out-of-pocket expenses of Agent invoiced to Borrower in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Notes Agreement and the other Loan Documents, including all due diligence, all post-closing matters, syndication, and the transactions contemplated hereunder and thereunder and the making of the Loans, including, recording and filing fees, and the reasonable and documented attorneys’ fees and disbursements of counsel for Agent; 12.2.2 except as otherwise provided herein, all reasonable out-of-pocket expenses of Agent in connection with the administration or monitoring of the Loans, the Collateral, this Agreement and the other Loan Documents in accordance with the provisions thereof, the restructuring and refinancing of the transaction herein contemplated, and in connection with the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent relating to this Agreement or the other Loan Documents, including, including reasonable auditing costs and expenses with respect to the Collateral, Collateral and the reasonable and documented attorneys’ fees and expenses of counsel and the reasonable fees and expenses of Agent’s other professionals (including financial advisor)counsel; 12.2.3 all of Agent’s and Lender’s each Lenders’ out-of-pocket costs and expenses of enforcement of and obtaining performance under this Agreement or the other Loan Documents, and of collection of the ObligationsObligations and of enforcement of the Loan Documents, including in any arbitration, mediation, legal action or proceeding (including any case under the Bankruptcy Code or similar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and each Lender;; and 12.2.4 all Charges levied on, or assessed, placed or made against any Collateral, the Notes or the other Loan Documents or the Obligations; and 12.2.5 [Reserved].

Reimbursement and Expenses. Borrower will promptly pay: 12.2.1 without regard for whether any Loans are made, all reasonable out-of-pocket expenses of Agent Agents in connection with the preparation, negotiation, execution, and delivery of this Agreement, the Notes and the other Loan Documents, including all due diligence, all post-closing matters, syndication, and the transactions contemplated hereunder and thereunder and the making of the LoansLoans (including the issuance of any Letter of Credit), including, recording and filing fees, and the reasonable attorneys’ fees and disbursements of counsel for AgentAgents; 12.2.2 subject to the limitations set forth in Section 6.6, all reasonable out-of-pocket expenses of Agent Agents in connection with the administration or monitoring of the LoansLoans (including any issued Letter of Credit), the Collateral, this Agreement and the other Loan Documents in accordance with the provisions thereof, the restructuring and refinancing of the transaction herein contemplated, and in connection with the preparation, negotiation, execution, and delivery of any waiver, amendment, or consent by Agent Agents relating to this Agreement or the other Loan Documents, including, auditing costs and expenses with respect to the Collateral, Collateral and the reasonable attorneys’ fees and expenses of counsel and the reasonable fees and expenses of Agent’s other professionals (including financial advisor)counsel; 12.2.3 all of Agent’s and Lender’s Agents’ out-of-pocket costs and expenses of enforcement of and obtaining performance and of enforcing its rights (in each case) under this Agreement or the other Loan Documents, Documents and of collection of the ObligationsObligations under the Loan Documents, in any arbitration, mediation, legal action or proceeding (including any case under the Bankruptcy Code or similar laws), which, in each case, shall include reasonable fees and expenses of counsel for Agent and each LenderAgents; 12.2.4 all Charges levied on, or assessed, placed or made against any Collateral, the Notes or the other Loan Documents or the Obligations; and 12.2.5 [Reserved]Obligations under the Loan Documents.