Common use of Other Costs and Expenses Clause in Contracts

Other Costs and Expenses. Seller shall pay to the Collateral Agent, the Managing Agents and the Conduit Purchasers 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, all rating agency fees, costs and expenses incurred by any Conduit Purchaser or Managing Agent, the cost of the Conduit Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for the Conduit Purchasers, the Managing Agents and the Collateral Agent (which such counsel may be employees of the Conduit Purchasers, the Managing Agents or the Collateral Agent) with respect thereto and with respect to advising the Conduit Purchasers, the Managing Agents and the Collateral Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Collateral Agent or the relevant Managing Agent, within ten (10) days following demand therefor, any and all costs and expenses of the Collateral 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 shall pay to the Collateral Agent, the Managing Agents and the Conduit Purchasers 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, all rating agency fees, costs and expenses incurred by any Conduit Purchaser or Managing Agent, the cost of the Conduit Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for the Conduit Purchasers, the Managing Agents and the Collateral Agent (which such counsel may be employees of the Conduit Purchasers, the Managing Agents or the Collateral Agent) with respect thereto and with respect to advising the Conduit Purchasers, the Managing Agents and the Collateral Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Collateral Agent or the relevant Managing Agent, within ten (10) days following demand therefor, any and all costs and expenses of the Collateral 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.”