Common use of Other Costs and Expenses Clause in Contracts

Other Costs and Expenses. Seller shall reimburse Agent and each Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 any Purchaser and/or Agent (which such counsel may be employees of any Purchaser or Agent) with respect thereto and with respect to advising any Purchaser and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser on demand for any and all costs and expenses of 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.

Other Costs and Expenses. Seller shall reimburse pay to the Agent and each Purchaser Conduit on demand for all actual and documented costs and reasonable out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 any Purchaser and/or 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 and/or Conduit and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Agent and each Purchaser on demand for any and all costs and expenses of Agent, 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 Transaction Documents delivered hereunder and any documents delivered in connection with any restructuring or workout of this Agreement or such documentsthe Transaction Documents, or the administration of this Agreement following an Amortization Event.

Other Costs and Expenses. Seller shall reimburse pay to the Administrative Agent and each Purchaser the Purchasers on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of external legal counsel for any Purchaser and/or the Administrative Agent (which such counsel may be employees of any Purchaser or Agent) and the Purchasers with respect thereto and with respect to advising any Purchaser and/or the Administrative Agent and the Purchasers as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Administrative Agent and each Purchaser the Purchasers on demand for any and all reasonable costs and out-of-pocket expenses of Agent, the Administrative Agent and the Purchasers, if any, including reasonable external counsel fees and out-of-pocket 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.

Other Costs and Expenses. Seller The Borrower shall reimburse pay to the Deal Agent and each Purchaser the Lenders on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 Purchaserthe Deal Agent’s auditors auditing the books, records and procedures of Sellerthe Borrower, reasonable fees and out-of-pocket expenses of legal counsel for any Purchaser and/or the Deal Agent and the Lenders, not to exceed $60,000 (which such counsel may be employees of any Purchaser the Deal Agent or Agenta Lender) with respect thereto and with respect to advising any Purchaser and/or the Deal Agent or such Lender as to their respective its rights and remedies under this Agreement. Seller The Borrower shall reimburse pay to the Deal Agent and each Purchaser on demand for any and all costs and expenses of Agent, the Deal Agent and the Purchasers, if anyany Lender, 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 Eventa Termination Event or a Servicer Event of Default.

Other Costs and Expenses. Seller shall reimburse pay to the Administrative Agent and each Purchaser Conduit on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 PurchaserConduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Purchaser and/or Conduit and the Administrative Agent (which such counsel may be employees of any Purchaser Conduit or the Administrative Agent) with respect thereto and with respect to advising any Purchaser and/or Conduit and the Administrative Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Administrative Agent and each Purchaser on demand for any and all reasonable costs and expenses of Agent, 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 documentsdocuments (including any amendments hereto or thereto), or the administration of this Agreement following an Amortization Event.

Other Costs and Expenses. Seller shall reimburse Agent pay to the Agent, the Managing Agents and each Purchaser Purchasers on demand for all costs and reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 any Purchaser and/or the Purchasers, Managing Agents and the Agent (which such counsel may be employees of any Purchaser or Agent) with respect thereto and with respect to advising any Purchaser and/or Purchasers, the Managing Agents and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Agent and each Purchaser or the applicable Managing Agent on demand for any and all costs and expenses of the Agent, the Managing Agents 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.

Other Costs and Expenses. Subject to the limitations set forth in the Fee Letter, Seller shall reimburse pay to the Agent and each Purchaser the Purchasers on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Purchaser and/or the Agent and the Purchasers (which such counsel may be employees of any Purchaser the Agent or Agenta Purchaser) with respect thereto and with respect to advising any Purchaser and/or the Agent and the Purchasers as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Agent and each Purchaser the Purchasers on demand for any and all reasonable costs and expenses of Agent, 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.

Other Costs and Expenses. Seller shall reimburse Agent and each Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 any Purchaser and/or Agent (which such counsel may be employees of any Purchaser or Agent) with respect thereto and with respect to advising any Purchaser and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each 12660228v2 Purchaser on demand for any and all costs and expenses of 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.

Other Costs and Expenses. Subject to the limitations set forth in the Fee Letter, Seller shall reimburse Agent pay to the Agents and each Purchaser Conduits on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 any Purchaser and/or Agent Conduits and the Agents (which such counsel may be employees of any Purchaser a Conduit or an Agent) with respect thereto and with respect to advising any Purchaser and/or Agent Conduits and the Agents as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser pay to the Agents on demand for any and all costs and expenses of Agent, the Agents 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.

Other Costs and Expenses. Subject to any limitations which -------------------------- may be agreed between Seller and the Agent in writing, Seller shall reimburse pay to the Agent and each Purchaser Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 any Purchaser and/or 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 and/or Conduit and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Agent and each Purchaser on demand for any and all costs and expenses of Agent, 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.

Other Costs and Expenses. Seller shall reimburse pay to the Agent and each any Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 any a Purchaser and/or 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 and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Agent and each Purchaser on demand for any and all costs and expenses of Agent, 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 EventServicer Default.

Other Costs and Expenses. Seller shall reimburse the Agent and each Purchaser Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 SellerSeller (subject to the cost restrictions set forth in Section 7.1(d)), reasonable fees and out-of-pocket expenses of legal counsel for any Purchaser and/or 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 and/or Conduit and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse the Agent and each Purchaser on demand for any and all costs and expenses of Agent, 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.

Other Costs and Expenses. Seller shall reimburse Agent pay to the Agent, the Managing Agents and each Purchaser Purchasers on demand for all costs and reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement 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 any Purchaser and/or the Purchasers, Managing Agents and the Agent (which such counsel may be employees of any Purchaser or Agent) with respect thereto and with respect to advising any Purchaser and/or Purchasers, the Managing Agents and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Agent and each Purchaser or the applicable Managing Agent on demand for any and all costs and expenses of the Agent, the Managing Agents 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.

Other Costs and Expenses. Seller Subject to Section 7.1(d), Borrowers, jointly and severally, shall reimburse Agent pay to the Agents and each Purchaser the Lenders on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this AgreementAgreement and the other Transaction Documents, the transactions contemplated hereby and thereby and the other documents to be delivered hereunderhereunder and thereunder, 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 any Purchaser and/or Agent the Agents and the Lenders (which such counsel may be employees of any Purchaser the Agents or Agentthe Lenders) with respect thereto and with respect to advising any Purchaser and/or Agent the Agents and the Lenders as to their respective rights and remedies under this AgreementAgreement and the other Transaction Documents. Seller Borrowers, jointly and severally, shall reimburse Agent and each Purchaser pay to the Agents on demand for any and all costs and expenses of Agent, the Agents and the PurchasersLenders, if any, including reasonable counsel fees and expenses actually incurred in connection with the enforcement of this Agreement and the other Transaction Documents and the other documents delivered hereunder and thereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement or any other Transaction Document following an Amortization Event.