Common use of Other Costs and Expenses Clause in Contracts

Other Costs and Expenses. Seller shall pay to the Program Agent and each Managing Agent on the Monthly Settlement Date following written demand or, if an Amortization Event shall have occurred and is continuing, within five Business Days after written demand therefor, all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, execution and delivery of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including the reasonable costs of auditing the books, records and procedures of Seller and reasonable fees and out-of-pocket expenses of one principal legal counsel for the Program Agent and the Managing Agents with respect thereto. Seller shall pay to the Program Agent five Business Days after written demand all reasonable costs and out-of-pocket expenses in connection with the administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder including the reasonable costs of auditing the books, records and procedures of Seller at the times and in the manner permitted under this Agreement and reasonable fees and out-of-pocket expenses of legal counsel for the Program Agent with respect thereto. Seller shall pay to each Conduit Investor, each Managing Agent and the Program Agent on demand any and all costs and expenses of such Person, 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 (including any amendments hereto or thereto), or the administration of this Agreement following an Amortization Event.

Other Costs and Expenses. Seller Subject to Section 5.01(d), the Borrower shall pay to the Program Agent and each Managing Agent the Lender on the Monthly Settlement Date following written demand orand, if an Amortization Event shall have occurred and is continuingrequested by the Borrower, within five Business Days after written demand therefor, presentation of reasonable documentation therefor all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiationexecution, execution delivery and delivery administration of this AgreementAgreement and the other Related Documents, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable costs and documented cost of the Lender’s auditors auditing the books, records and procedures of Seller and reasonable fees and out-of-pocket expenses of one principal legal counsel for the Program Servicer, the Backup Servicer, the Backup Master Agent Servicer and the Managing Agents with respect thereto. Seller shall pay to the Program Agent five Business Days after written demand all Brooke Parties, reasonable costs and out-of-pocket expenses in connection with the administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder including the reasonable costs of auditing the books, records and procedures of Seller at the times and in the manner permitted under this Agreement and reasonable documented fees and out-of-pocket expenses of legal counsel for the Program Lender and the Agent (which counsel may be employees of the Lender or the Agent) with respect theretothereto and with respect to advising the Lender and the Agent as to their respective rights and remedies under this Agreement, all rating agency fees incurred by or on behalf of the Lender (including, without limitation, any rating agency fees incurred for the purpose of obtaining a “shadow rating” of the Advances from any rating agency before or after closing) and any fees and expenses incurred in connection with any background check referred to in Section 5.01(d). Seller The Borrower shall pay to each Conduit Investor, each Managing Agent and the Program Agent on demand and, if requested by the Borrower, presentation of reasonable documentation therefor any and all costs and expenses of such Personthe Agent and the Lender, 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 (including any amendments hereto or thereto)documents, or the administration of this Agreement following an Amortization a Termination Event.

Other Costs and Expenses. Subject to any limitation on the Liberty Street Group’s reimburseable costs separately agreed to by the Liberty Street Agent and the Seller Parties, Seller shall pay to each of the Program Agent and each Managing Agent Agents on the Monthly Settlement Date following written demand or, if an Amortization Event shall have occurred and is continuing, within five Business Days after written demand therefor, all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiationexecution, execution amendment, delivery and delivery administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable costs cost of the applicable Conduit’s auditors auditing the books, records and procedures of Seller and Seller, reasonable fees and out-of-pocket expenses of one principal a legal counsel for the Program Agent and the Managing Agents (which such counsel may be employees of a Purchaser or an Agent) with respect theretothereto and with respect to advising such Agent as to its Group’s respective rights and remedies under this Agreement. Seller shall pay to the Program Agent five Business Days after written demand all reasonable costs and out-of-pocket expenses in connection with the administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder including the reasonable costs of auditing the books, records and procedures of Seller at the times and in the manner permitted under this Agreement and reasonable fees and out-of-pocket expenses of legal counsel for the Program Agent with respect thereto. Seller shall pay to each Conduit Investor, each Managing Agent and the Program Administrative Agent on demand any and all reasonable costs and expenses of such Personthe Administrative Agent and the Purchasers, if any, including reasonable counsel fees and expenses of a common legal counsel, or if such common legal counsel determines that it cannot continue representation due to a business or ethical conflict, separate legal counsel for the Agents, 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 (including any amendments hereto or thereto)documents, or the administration of this Agreement following an Amortization Event.

Other Costs and Expenses. Seller shall pay to the Program Agent Agent, the Managing Agents and each Managing Agent on the Monthly Settlement Date following written demand or, if an Amortization Event shall have occurred and is continuing, within five Business Days after written demand therefor, JS Trustthe Purchasers all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiationexecution, execution delivery and delivery administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable costs cost of JS Trust’s auditors auditing the books, records and procedures of Seller and reasonable fees and out-of-pocket expenses (provided, that prior to the occurrence of any Amortization Event or Potential Amortization Event, Seller shall only be required to pay for the cost of one principal legal counsel for the Program Agent and the Managing Agents with respect thereto. Seller shall pay to the Program Agent five Business Days after written demand all reasonable costs and out-of-pocket expenses in connection with the administration of this Agreementsuch audit per calendar year), the transactions contemplated hereby and the other documents to be delivered hereunder including the reasonable costs of auditing the books, records and procedures of Seller at the times and in the manner permitted under this Agreement and reasonable fees and out-of-pocket expenses of legal counsel for the Program Agent with respect thereto. Seller shall pay to JS Trust each Conduit InvestorPurchaser, each Managing Agent and the Program Agent on demand (which such counsel may be employees of JS Trustsuch Purchaser, such Managing Agent or the Agent) with respect thereto and with respect to advising JS Trustsuch Purchaser, such Managing Agent and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent, such Managing Agent and each Purchaser any and all reasonable costs and expenses of the Agent and the Purchasers, each Managing Agent and such PersonPurchaser, 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 (including any amendments hereto or thereto)documents, or the administration of this Agreement following an Amortization Event.

Other Costs and Expenses. Seller shall pay to the Program Agent Agents and each Managing Agent on the Monthly Settlement Date following written demand or, if an Amortization Event shall have occurred and is continuingConduits, within five Business Days after written demand therefor, all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, execution and delivery of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including the reasonable costs of auditing the books, records and procedures of Seller and reasonable fees and out-of-pocket expenses of one principal legal counsel for the Program Agent and the Managing Agents with respect thereto. Seller shall pay to the Program Agent five 10 Business Days after written demand all reasonable costs and out-of-pocket expenses (including, without limitation, any stamp, documentary or similar taxes but not including any Excluded Taxes or any other taxes covered by Section 10.1 or Section 10.2) in connection with the preparation, execution, delivery and administration of this Agreementthe Transaction Documents and any amendment, supplement, restatement or other modification or waiver with respect to such Transaction Documents, the transactions contemplated hereby and thereby and the other documents to be delivered hereunder or thereunder, including without limitation, rating agency fees, the reasonable costs cost of auditing the Agents’ due diligence firm reviewing the books, records and procedures of the Seller at the times Parties and in the manner permitted under this Agreement and Originators, reasonable fees and out-of-pocket expenses of legal counsel for the Program Agent Agents with respect theretothereto and with respect to advising the Agents and the Purchasers as to their respective rights and remedies under this Agreement and the other Transaction Documents. Prior to the occurrence of (i) an Unmatured Amortization Event arising from an Event of Bankruptcy or (ii) any Amortization Event, the Agents and Conduits agree that Xxxxxx & Xxxxxxx LLP shall act as counsel to all of them and that only one due diligence firm shall act for all of them. Seller shall pay to each Conduit Investor, each Managing Agent and the Program Agent on Agents within 10 Business Days after written demand any and all costs and expenses of such Personthe 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 (including any amendments hereto or thereto)documents, or the administration of this Agreement following the occurrence of an Amortization Event.

Other Costs and Expenses. Seller shall pay to the Program AgentsAdministrative Agent and each Managing Agent on the Monthly Settlement Date following written demand or, if Purchasers within 45 days after presentation of an Amortization Event shall have occurred invoice therefor setting forth in reasonable detail the basis for the fees and is continuing, within five Business Days after written demand therefor, charges therein all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiationexecution, execution delivery and delivery administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable costs cost of the Administrative Agent’s auditors auditing the books, records and procedures of Seller and Seller, reasonable fees and out-of-pocket expenses of one principal shared legal counsel for the Program AgentsAdministrative Agent and the Managing Agents Purchasers with respect thereto. Seller shall pay thereto and with respect to advising the Program Agent five Business Days after written demand all reasonable costs Agentsthem as to their respective rights and out-of-pocket expenses in connection with the administration of remedies under this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder including the reasonable costs of auditing the books, records and procedures of Seller at the times and in the manner permitted under this Agreement and reasonable fees and out-of-pocket expenses of legal counsel for the Program Agent with respect thereto. Seller shall pay to each Conduit Investor, each Managing of the AgentsAdministrative Agent and the Program Agent on demand Purchasers within 45 days after presentation of an invoice therefor setting forth in reasonable detail the basis for the fees and charges therein any and all costs and expenses of such Personthe AgentsAdministrative Agent and the Purchasers, if any, including the reasonable counsel fees and expenses of counsel 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 (including any amendments hereto or thereto)documents, or the administration of this Agreement following an Amortization Event.

Other Costs and Expenses. Seller shall pay to the Program Agent Agent, the Managing Agents and each Managing Agent on the Monthly Settlement Date following written demand or, if an Amortization Event shall have occurred and is continuing, within five Business Days after written demand therefor, Purchasers all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiationexecution, execution delivery and delivery administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable costs cost of auditors auditing the books, records and procedures of Seller and reasonable fees and out-of-pocket expenses (provided, that prior to the occurrence of any Amortization Event or Potential Amortization Event, Seller shall only be required to pay for the cost of one principal legal counsel for the Program Agent and the Managing Agents with respect thereto. Seller shall pay to the Program Agent five Business Days after written demand all reasonable costs and out-of-pocket expenses in connection with the administration of this Agreementsuch audit per calendar year), the transactions contemplated hereby and the other documents to be delivered hereunder including the reasonable costs of auditing the books, records and procedures of Seller at the times and in the manner permitted under this Agreement and reasonable fees and out-of-pocket expenses of legal counsel for the Program Agent with respect thereto. Seller shall pay to each Conduit InvestorPurchaser, each Managing Agent and the Program Agent on demand (which such counsel may be employees of such Purchaser, such Managing Agent or the Agent) with respect thereto and with respect to advising such Purchaser, such Managing Agent and the Agent as to their respective rights and remedies under this Agreement. Seller shall pay to the Agent, such Managing Agent and each Purchaser any and all reasonable costs and expenses of the Agent, each Managing Agent and such PersonPurchaser, 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 (including any amendments hereto or thereto)documents, or the administration of this Agreement following an Amortization Event.

Other Costs and Expenses. Seller shall pay to the Program Agent Collateral Agent, the Managing Agents and each Managing Agent the Conduits on the Monthly Settlement Date following written demand or, if an Amortization Event shall have occurred and is continuing, within five Business Days after written demand therefor, all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiationexecution, execution delivery and delivery administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable costs cost of the Conduits’ auditors auditing the books, records and procedures of Seller and reasonable fees and out-of-pocket expenses of one principal legal counsel for the Program Agent and the Managing Agents with respect thereto. Seller shall pay to the Program Agent five Business Days after written demand all reasonable costs and out-of-pocket expenses in connection with the administration of this AgreementSeller, the transactions contemplated hereby and the other documents to be delivered hereunder including the reasonable costs of auditing the books, records and procedures of Seller at the times and in the manner permitted under this Agreement and reasonable fees and out-of-pocket expenses of legal counsel for the Program Conduits, the Managing Agents and the Collateral Agent (which such counsel may be employees of the Conduits, the Managing Agents or the Collateral Agent) with respect theretothereto and with respect to advising the Conduits, the Managing Agents and the Collateral Agent as to their respective rights and remedies under this Agreement. Seller shall pay to each Conduit Investorthe Collateral Agent or the relevant Managing Agent, each Managing Agent and the Program Agent on within ten (10) days following demand therefor, any and all costs and expenses of such Personthe 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 (including any amendments hereto or thereto)documents, or the administration of this Agreement following an Amortization Event.

Other Costs and Expenses. Seller shall pay to the Program Agent ------------------------ Collateral Agent, the Managing Agents and each Managing Agent the Conduits on the Monthly Settlement Date following written demand or, if an Amortization Event shall have occurred and is continuing, within five Business Days after written demand therefor, all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiationexecution, execution delivery and delivery administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable costs cost of the Conduits' auditors auditing the books, records and procedures of Seller and reasonable fees and out-of-pocket expenses of one principal legal counsel for the Program Agent and the Managing Agents with respect thereto. Seller shall pay to the Program Agent five Business Days after written demand all reasonable costs and out-of-pocket expenses in connection with the administration of this AgreementSeller, the transactions contemplated hereby and the other documents to be delivered hereunder including the reasonable costs of auditing the books, records and procedures of Seller at the times and in the manner permitted under this Agreement and reasonable fees and out-of-pocket expenses of legal counsel for the Program Conduits, the Managing Agents and the Collateral Agent (which such counsel may be employees of the Conduits, the Managing Agents or the Collateral Agent) with respect theretothereto and with respect to advising the Conduits, the Managing Agents and the Collateral Agent as to their respective rights and remedies under this Agreement. Seller shall pay to each Conduit Investorthe Collateral Agent or the relevant Managing Agent, each Managing Agent and the Program Agent on within ten (10) days following demand therefor, any and all costs and expenses of such Personthe 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 (including any amendments hereto or thereto)documents, or the administration of this Agreement following an Amortization Event.

Other Costs and Expenses. (a) Seller shall pay to the Program Arranger, the Purchasers, the Agent and each Managing Agent Company on the Monthly Settlement Date following written demand or, if an Amortization Event shall have occurred and is continuing, within five Business Days after written demand therefor, (i) all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiationexecution, execution delivery, administration of this Agreement, the transactions contemplated hereby and delivery the other documents to be delivered hereunder and (ii) all costs and out-of-pocket expenses in connection with the enforcement of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, (A) the reasonable costs cost of Company's auditors auditing the books, records and procedures of Seller and reasonable fees and out-of-pocket expenses of one principal legal counsel for the Program Agent and the Managing Agents with respect thereto. Seller shall pay to the Program Agent five Business Days after written demand all reasonable costs and out-of-pocket expenses in connection with the administration of this AgreementSeller, the transactions contemplated hereby and the other documents to be delivered hereunder including the reasonable costs of auditing the books, records and procedures of Seller at the times and in the manner permitted under this Agreement and (B) reasonable fees and out-of-pocket expenses of legal counsel for Company and the Program Agent (which such counsel may be employees of Company or the Agent) with respect thereto. Seller shall pay thereto and with respect to each Conduit Investor, each Managing Agent advising Company and the Program Agent on demand any as to their respective rights and remedies under this Agreement, (C) the costs and expenses of the Arranger of the facility contemplated herein, and (D) all costs and expenses of such Person, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and incurred in connection with any amendment or restructuring or workout of this Agreement or such documents documents. (including any amendments hereto or theretob) Without limiting the generality of Section 10.3(a), Seller shall reimburse the Agent and Company on demand in respect of all reasonable fees and expenses incurred in connection with any audit conducted of any Originator, Seller or the administration of this Agreement following an Amortization EventServicer.

Other Costs and Expenses. Seller Borrower shall pay to the Program Secured Parties on demand by the Agent and each Managing Agent (on the Monthly Settlement Date following written demand or, if an Amortization Event shall have occurred and is continuing, within five Business Days after written demand therefor, their behalf) all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiationexecution, execution delivery and delivery administration of this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the other documents to be delivered hereunderhereunder and thereunder, including without limitation, the reasonable costs cost of the Secured Parties’ auditors auditing the books, records and procedures of Seller and reasonable fees and out-of-pocket expenses of one principal legal counsel for the Program Agent and the Managing Agents with respect thereto. Seller shall pay to the Program Agent five Business Days after written demand all reasonable costs and out-of-pocket expenses in connection with the administration of this AgreementBorrower, the transactions contemplated hereby and the other documents to be delivered hereunder including the reasonable costs of auditing the books, records and procedures of Seller at the times and in the manner permitted under this Agreement and reasonable fees and out-of-pocket expenses of legal counsel for the Program Agent Secured Parties (which such counsel may be employees of the Secured Parties) with respect theretothereto and with respect to advising the Secured Parties as to their respective rights and remedies under this Agreement and the other Transaction Documents. Seller Borrower shall pay to each Conduit Investor, each Managing Agent and the Program Agent Secured Parties on demand by the Agent (on their behalf) any and all costs and expenses of such Personthe Secured Parties, if any, including including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents delivered hereunder and thereunder and in connection with any restructuring or workout of this Agreement Agreement, the other Transaction Documents or such documents (including any amendments hereto or thereto)other documents, or the administration of this Agreement and the other Transaction Documents following an Amortization Event. Subject to the provisions of Section 10.4, Borrower shall reimburse Victory on demand for all other costs and expenses incurred by Victory (“Other Costs”), including, without limitation, the cost of auditing Victory’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 Victory or any counsel for any shareholder of Victory with respect to advising Victory or such shareholder as to matters relating to Victory’s operations.