Common use of Other Costs and Expenses Clause in Contracts

Other Costs and Expenses. Seller shall pay to the Agent and each Purchaser on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser and the Agent (which such counsel may be employees of any Purchaser or the Agent) with respect thereto and with respect to advising any Purchaser and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company on demand for all other costs and expenses incurred by such Company (“Other Costs”), including, without limitation, the cost of auditing such Company’s books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company or any counsel for any shareholder of such Company with respect to advising such Company or such shareholder as to matters relating to such Company’s operations.

Other Costs and Expenses. Seller shall pay to the Administrative Agent and each Purchaser Company on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any PurchaserCompany’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser Company and the Administrative Agent (which such counsel may be employees of any Purchaser Company or the Administrative Agent) with respect thereto and with respect to advising any Purchaser Company and the Administrative Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Administrative Agent and each Purchaser on demand any and all costs and expenses of the Administrative Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company on demand for all other costs and expenses incurred by such Company (“Other Costs”), including, without limitation, the cost of auditing such Company’s books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company or any counsel for any shareholder of such Company with respect to advising such Company or such shareholder as to matters relating to such Company’s operations.

Other Costs and Expenses. Seller Borrower shall pay to the Administrative Agent and each Purchaser Blue Ridge on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby Transactions and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s Blue Ridge's auditors auditing the books, records and procedures of SellerBorrower, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser Blue Ridge and the Administrative Agent (which such counsel may be employees of any Purchaser or the Agent) with respect thereto and with respect to advising any Purchaser Blue Ridge and the Administrative Agent as to their respective rights and remedies under this Agreement. Seller Borrower shall pay to the Administrative Agent and each Purchaser on demand any and all costs and expenses of the Administrative Agent and the PurchasersLenders, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller Borrower shall reimburse each Company Blue Ridge on demand for all other costs and expenses incurred by such Company Blue Ridge (“Other Costs”"OTHER COSTS"), including, without limitation, including the cost of auditing such Company’s Blue Ridge's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company Blue Ridge or any counsel for any shareholder of such Company Blue Ridge with respect to advising such Company Blue Ridge or such shareholder as to matters relating to such Company’s Blue Ridge's operations.

Other Costs and Expenses. Seller shall pay to the Agent and each Purchaser Conduit on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s Conduit's auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser Conduit and the Agent (which such counsel may be employees of any Purchaser Conduit or the Agent) with respect thereto and with respect to advising any Purchaser Conduit and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company Conduit on demand for all other costs and expenses incurred by such Company Conduit (“"Other Costs”"), including, without limitation, Seller's allocable share of the cost of auditing such Company’s Conduit's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company Conduit or any counsel for any shareholder of such Company Conduit with respect to advising such Company Conduit or such shareholder as to matters relating to such Company’s Conduit's operations, but in each case only to the extent allocated to Seller pursuant to Section 10.4.

Other Costs and Expenses. Seller shall pay to the Agent and each Purchaser on Conduit within 30 days, upon written demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s Conduit's auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser Conduit and the Agent (which such counsel may be employees of any Purchaser Conduit or the Agent) with respect thereto and with respect to advising any Purchaser Conduit and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company Conduit on demand for all other costs and expenses incurred by such Company Conduit (“"Other Costs”"), including, without limitation, including the cost of auditing such Company’s Conduit's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company Conduit or any counsel for any shareholder of such Company Conduit with respect to advising such Company Conduit or such shareholder as to matters relating to such Company’s Conduit's operations.

Other Costs and Expenses. Seller shall pay to the Agent and each Purchaser Conduit on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any PurchaserConduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser Conduit and the Agent (which such counsel may be employees of any Purchaser Conduit or the Agent) with respect thereto and with respect to advising any Purchaser Conduit and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company Conduit on demand for all other costs and expenses incurred by such Company Conduit (“Other Costs”), including, without limitation, the cost of auditing such CompanyConduit’s books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company Conduit or any counsel for any shareholder of such Company Conduit with respect to advising such Company Conduit or such shareholder as to matters relating to such CompanyConduit’s operations.

Other Costs and Expenses. Each Seller shall pay to reimburse the Agent and each Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s auditors auditing the books, records and procedures of Sellerany Seller Party, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser and the Agent (which such counsel may be employees of any Purchaser or the Agent) with respect thereto and with respect to advising any Purchaser and or the Agent as to their respective rights and remedies under this Agreement. Each Seller shall pay to reimburse the Agent and each Purchaser on demand for any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller shall reimburse each Company on demand for all other costs and expenses incurred by such Company (“Other Costs”), including, without limitation, the cost of auditing such Company’s books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company or any counsel for any shareholder of such Company with respect to advising such Company or such shareholder as to matters relating to such Company’s operations.. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Other Costs and Expenses. Seller shall pay to the Agent and each Purchaser on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s 's auditors auditing the books, records and procedures of Sellerany Seller Party, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser and the Agent (which such counsel may be employees of any Purchaser or the Agent) with respect thereto and with respect to advising any Purchaser and or the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company on demand for all other costs and expenses incurred by such Company (“"Other Costs”"), including, without limitation, the cost of auditing such Company’s 's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company or any counsel for any shareholder of such Company with respect to advising such Company or such shareholder as to matters relating to such Company’s 's operations.

Other Costs and Expenses. Seller shall pay to the Agent and each Purchaser Conduit on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including including, without limitation, the cost of any Purchaser’s Conduit's auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket out‑of‑pocket expenses of legal counsel for each Purchaser Conduit and the Agent (which such counsel may be employees of any Purchaser Conduit or the Agent) with respect thereto and with respect to advising any Purchaser Conduit and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company Conduit on demand for all other costs and expenses incurred by such Company Conduit (“"Other Costs”"), including, without limitation, the cost of auditing such Company’s Conduit's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket out‑of‑pocket expenses of counsel for such Company Conduit or any counsel for any shareholder of such Company Conduit with respect to advising such Company Conduit or such shareholder as to matters relating to such Company’s Conduit's operations.

Other Costs and Expenses. The Seller shall pay to the Agent and each Purchaser Blue Ridge promptly on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s Blue Ridge's auditors auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser Blue Ridge and the Agent (which such counsel may be employees of any Purchaser or the Agent) with respect thereto and with respect to advising any Purchaser Blue Ridge and the Agent as to their respective rights and remedies under this Agreement. The Seller shall pay to the Agent and each Purchaser promptly on demand any and all reasonable costs and expenses of the Agent and the PurchasersBlue Ridge, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. The Seller shall reimburse each Company Blue Ridge promptly on demand for all other costs and expenses incurred by such Company Blue Ridge (“"Other Costs”"), including, without limitation, the cost of auditing such Company’s Blue Ridge's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company Blue Ridge or any counsel for any shareholder of such Company Blue Ridge with respect to advising such Company Blue Ridge or such shareholder as to matters relating to such Company’s Blue Ridge's operations.

Other Costs and Expenses. Seller shall pay to the Agent and each Purchaser Conduit on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including including, without limitation, the cost of any Purchaser’s Conduit's auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket out‑of‑pocket expenses of legal counsel for each Purchaser Conduit and the Agent (which such counsel may be employees of any Purchaser Conduit or the Agent) with respect thereto and with respect to advising any Purchaser Conduit and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company Conduit on demand for all other costs and expenses incurred by such Company Conduit (“"Other Costs”"), including, without limitation, the cost of auditing such Company’s Conduit's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket out‑of‑pocket expenses of counsel for such Company Conduit or any counsel for any shareholder of such Company Conduit with respect to advising such Company Conduit or such shareholder as to matters relating to such Company’s Conduit's operations.. 32

Other Costs and Expenses. Seller shall pay to the Agent and each Purchaser Company on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable cost of any Purchaser’s Company's auditors auditing the books, records and procedures of SellerSeller (subject to Section 7.01(d)), reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser Company and the Agent (which such counsel may be employees of any Purchaser Company or the Agent) with respect thereto and with respect to advising any Purchaser Company and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the PurchasersFinancial Institutions, and to the Company on demand any and all costs and expenses of Company, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company on demand for all other costs and expenses incurred by such Company (“"Other Costs”"), including, without limitation, the cost of auditing such Company’s 's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company or any counsel for any shareholder of such Company with respect to advising such Company or such shareholder as to matters relating to such Company’s 's operations.

Other Costs and Expenses. Seller shall pay to the Agent ------------------------- and each Purchaser Conduit on demand all costs and reasonable out-of-pocket costs and expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s Conduit's auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser Conduit and the Agent (which such counsel may be employees of any Purchaser Conduit or the Agent) with respect thereto and with respect to advising any Purchaser Conduit and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company Conduit on demand for all other costs and expenses incurred by such Company Conduit (“"Other Costs”"), including, without limitation, the cost of auditing such Company’s Conduit's ------------ books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company Conduit or any counsel for any shareholder of such Company Conduit with respect to advising such Company Conduit or such shareholder as to matters relating to such Company’s Conduit's operations.

Other Costs and Expenses. The Seller shall pay to the Agent and each Purchaser on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s the Conduit's auditors auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser the Purchasers and the Agent (which such counsel may be employees of any Purchaser or the Agent) with respect thereto and with respect to advising any Purchaser the Purchasers and the Agent as to their respective rights and remedies under this AgreementAgreement pursuant to an invoice in reasonable detail. The Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchaserseach Purchaser, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Subject to Section 10.4, the Seller shall reimburse each Company the Conduit on demand for all other reasonable costs and expenses incurred by such Company the Conduit (“"Other Costs”"), including, without limitation, the cost of auditing such Company’s the Conduit's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company the Conduit or any counsel for any shareholder of such Company the Conduit with respect to advising such Company the Conduit or such shareholder as to matters relating to such Company’s the Conduit's operations.

Other Costs and Expenses. Each Seller shall pay to reimburse the Agent and each Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s 's auditors auditing the books, records and procedures of Sellerany Seller Party, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser and the Agent (which such counsel may be employees of any Purchaser or the Agent) with respect thereto and with respect to advising any Purchaser and or the Agent as to their respective rights and remedies under this Agreement. Each Seller shall pay to reimburse the Agent and each Purchaser on demand for any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller shall reimburse each Company on demand for all other costs and expenses incurred by such Company (“"Other Costs”"), including, without limitation, the cost of auditing such Company’s 's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT or any counsel for any shareholder of such Company with respect to advising such Company or such shareholder as to matters relating to such Company’s 's operations.

Other Costs and Expenses. Seller shall pay to the Agent and each Purchaser Conduit on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s Conduit's auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser Conduit and the Agent (which such counsel may be employees of any Purchaser Conduit or the Agent) with respect thereto and with respect to advising any Purchaser Conduit and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company Conduit on demand for all other costs and expenses incurred by such Company Conduit (“"Other Costs”"), including, without limitation, the cost of auditing such Company’s Conduit's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company Conduit or any counsel for any shareholder of such Company Conduit with respect to advising such Company Conduit or such shareholder as to matters relating to such Company’s Conduit's operations.

Other Costs and Expenses. Each Seller shall pay to reimburse the Agent and each Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s auditors auditing the books, records and procedures of Sellerany Seller Party, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser and the Agent (which such counsel may be employees of any Purchaser or the Agent) with respect thereto and with respect to advising any Purchaser and or the Agent as to their respective rights and remedies under this Agreement. Each Seller shall pay to reimburse the Agent and each Purchaser on demand for any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller shall reimburse each Company on demand for all other costs and expenses incurred by such Company (“Other Costs”), including, without limitation, the cost of auditing such Company’s books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company or any counsel for any shareholder of such Company with respect to advising such Company or such shareholder as to matters relating to such Company’s operations.. fourth amended and restated receivables purchase agreement

Other Costs and Expenses. Seller shall pay to the Agent and each Purchaser on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Purchaser’s 's auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for each Purchaser and the Agent (which such counsel may be employees of any Purchaser or the Agent) with respect thereto and with respect to advising any Purchaser and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent and each Purchaser on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Company on demand for all other costs and expenses incurred by such Company (“"Other Costs”"), including, without limitation, the cost of auditing such Company’s 's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Company or any counsel for any shareholder of such Company with respect to advising such Company or such shareholder as to matters relating to such Company’s 's operations.