Common use of Reimbursement for Certain Expenses Clause in Contracts

Reimbursement for Certain Expenses. (1) The Borrower shall pay or cause to be paid and shall indemnify and save the Agent and the Lenders harmless against liability for the payment of all reasonable out-of-pocket expenses relating to the Loan, as agreed to in principal by the Borrower, including, without limitation: (a) counsel, assessment or compliance review fees and disbursements (including legal fees and disbursements on a solicitor and a solicitor's own client basis) incurred by the Agent and the Lenders in connection with: (i) the development, preparation, execution and interpretation of this Agreement and the other Credit Documents or any agreement or instrument contemplated hereby or thereby subject to the limitation set out in Section 11.5(2); (ii) on-site inspections by the Agent or its representatives required in connection with the enforcement of the Credit Documents; (iii) advice of counsel to the Agent and the Lenders with respect to the administration of the Loan, the Credit Documents or any transaction contemplated hereunder or thereunder; (iv) the enforcement or preservation of rights under or the refinancing, renegotiation or restructuring of the Obligations under this Agreement or any Obligations under the other Credit Documents or any agreement or instrument contemplated hereby or thereby; (v) stamp taxes and custodian fees incurred and chargeable in connection with the Pledged Securities if charged to the Agent by a third party; or (vi) any requested amendments, waivers or consents pursuant to the provisions hereof or of the other Credit Documents, including such expenses as may be incurred by the Agent or a Lender in the collection of the Obligations or any litigation, proceeding, dispute or so-called "work-out" in any way relating to the Obligations or the Credit Documents; and (b) all such expenses in connection with: (i) the Borrower's failure to complete the Loan or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (ii) the Borrower's failure to pay any amount required to be made by it including, without limitation, any Interest or fees, due under any Credit Document on its due date; or (iii) the Borrower's failure to give any notice required to be given by it to the Agent or the Lenders hereunder. The obligations of the Borrower under this Section 11.5 shall survive the advance of the Loan and the payment and satisfaction of the indebtedness and liability of the Borrower to the Agent and the Lenders pursuant to this Agreement. (2) The Agent shall be reimbursed on the Advance Date for legal fees and disbursements incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the Credit Documents to the Advance Date in an amount not to exceed U.S.$100,000.

Reimbursement for Certain Expenses. (1) The Borrower shall pay or cause to be paid and shall indemnify and save the Agent Lender and the Lenders Security Agent harmless against liability for the payment of all reasonable out-of-pocket expenses relating to the Loan, as agreed to in principal by the Borrowerexpenses, including, without limitation: (a) counsel, assessment or compliance review fees and disbursements (including legal fees and disbursements on a solicitor and a solicitor's own client basis) incurred by the Lender or the Security Agent and the Lenders in connection with: (i) the development, preparation, execution and interpretation of this Agreement and the other Credit Documents or any agreement or instrument contemplated hereby or thereby subject to the limitation set out in Section 11.5(2)thereby; (ii) on-site inspections by the Lender or the Security Agent or its representatives required in connection with the enforcement of the Credit Documents; (iii) advice of counsel to the Agent Lender and the Lenders Security Agent with respect to the administration of the LoanCredit Facility, the Credit Documents or any transaction contemplated hereunder or thereunder; (iv) the enforcement or preservation of rights under or the refinancing, renegotiation or restructuring of the Obligations under this Agreement or any Obligations obligations under the other Credit Documents or any agreement or instrument contemplated hereby or thereby; (v) stamp taxes and custodian fees incurred and chargeable in connection with the Pledged Securities if charged to the Lender or the Security Agent by a third party; or (vi) any requested amendments, waivers or consents pursuant to the provisions hereof or of the other Credit Documents, including such expenses as may be incurred by the Lender or the Security Agent or a Lender in the collection of the Obligations or any litigation, proceeding, dispute or so-called "work-out" in any way relating to the Obligations or the Credit Documents; and (b) all such expenses in connection with: (i) the Borrower's failure to complete the Loan Credit Facility or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (ii) the Borrower's failure to pay any amount required to be made by it including, without limitation, any Interest or fees, due under any Credit Document on its due date; or (iii) the Borrower's failure to give any notice required to be given by it to the Agent or the Lenders Lender hereunder. The obligations of the Borrower under this Section 11.5 11.4 shall survive the advance making of the Loan Advances and the payment and satisfaction of the indebtedness and liability of the Borrower to the Agent and the Lenders Lender pursuant to this Agreement. (2) The Lender and the Security Agent shall be reimbursed on the Advance Closing Date for legal fees and disbursements incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the Credit Documents to the Advance Date in an amount not to exceed U.S.$100,000Closing Date.

Reimbursement for Certain Expenses. (1) The Borrower shall pay agrees to pay, or cause to be paid and shall indemnify paid, and save the Agent and the Lenders Lender harmless against liability for the payment of of, all reasonable out-of-pocket expenses relating to the Loanexpenses, as agreed to in principal including reasonable counsel and attorneys’ fees, incurred by the Borrower, including, without limitation: Lxxxxx: (a) counsel, assessment in defending against or compliance review fees otherwise responding to any claims by Borrower against Lender or any dispute between Borrower and disbursements (including legal fees and disbursements on a solicitor and a solicitor's own client basis) incurred by the Agent and the Lenders in connection with: (i) the development, preparation, execution and interpretation of Lender with respect to this Agreement and or the other Credit Loan Documents or in any agreement way connected with or instrument contemplated hereby related or thereby subject incidental to the limitation set out dealings of the parties hereto or any of them with respect hereto, in Section 11.5(2)each case whether sounding in contract or tort or otherwise; and (iib) on-site inspections by the Agent or its representatives required in connection with the enforcement of this Agreement or any of the Credit Documents; (iii) advice other Loan Documents and in the collection of counsel to the Agent obligations evidenced hereby or thereby. This provision shall survive any termination of this Agreement and the Lenders with respect to the administration repayment of the Loan, the Credit Documents Obligations. Lender may hire or pay someone else to help enforce this Agreement or any transaction contemplated hereunder Loan Document, and Borrower shall pay the reasonable costs and expenses of such enforcement. Costs and expenses include Lxxxxx’s reasonable attorneys' fees and legal expenses whether or thereunder; not there is a lawsuit, including attorneys' fees and legal expenses for any bankruptcy Proceeding (iv) including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post judgment collection services. Borrower shall also pay all court costs and such additional fees as may be directed by the enforcement court. If any action or preservation proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision of rights under this Agreement or the refinancingany Loan Document, renegotiation including without limitation, Borrower's failure to discharge or restructuring of the Obligations pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Obligations Loan Document, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including without limitation, discharging or paying all taxes, liens, security interests, encumbrances, and any other claims, at the time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the highest rate being charged under the other Credit Documents Note from the date incurred or any agreement or instrument contemplated hereby or thereby; (v) stamp taxes and custodian fees incurred and chargeable in connection with the Pledged Securities if charged paid by Lender to the Agent by a third party; or (vi) any requested amendments, waivers or consents pursuant date such expenditure is repaid to the provisions hereof or of the other Credit Documents, including Lender. All such expenses as may be incurred by the Agent or will become a Lender in the collection part of the Obligations or any litigationand, proceedingat Lender’s option, dispute or so-called "work-out" in any way relating to the Obligations or the Credit Documentsshall be: (a) payable upon demand; and (b) all such expenses in connection withadded to the principal balance of the Obligations and be apportioned among and be payable with any installment payments to become due during either: (i) the Borrower's failure to complete the Loan term of any applicable insurance policy; or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (ii) the Borrower's failure to pay any amount required to be made by it including, without limitation, any Interest or fees, due under any Credit Document on its due dateremaining term of the Note; or (iiic) treated as a balloon payment which will be due and payable at the Borrower's failure to give any notice required to be given by it to the Agent or the Lenders hereunder. The obligations of the Borrower under this Section 11.5 shall survive the advance of the Loan and the payment and satisfaction of the indebtedness and liability of the Borrower to the Agent and the Lenders pursuant to this Agreement. (2) The Agent shall be reimbursed latest maturity on the Advance Date for legal fees and disbursements incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and the Credit Documents to the Advance Date in an amount not to exceed U.S.$100,000Note.