Common use of Other Costs and Expenses Clause in Contracts

Other Costs and Expenses. Subject to the limitations set forth in the Fee Letter, Seller shall pay to the Administrative Agent and the 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, the cost of Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for the Administrative Agent and the Purchasers (which such counsel may be employees of the Administrative Agent or a Purchaser) with respect thereto and with respect to advising the Administrative Agent and the Purchasers as to their respective rights and remedies under this Agreement. Seller shall pay to the Administrative Agent and the Purchasers 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.

Other Costs and Expenses. Subject to the limitations set forth in the Fee Letter, Seller shall pay to the Administrative Agent and the Purchasers 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 Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of external legal counsel for the Administrative Agent and the Purchasers (which such counsel may be employees of the Administrative Agent or a Purchaser) with respect thereto and with respect to advising the Administrative Agent and the Purchasers as to their respective its rights and remedies under this Agreement. Seller shall pay to the Administrative Agent and the Purchasers on demand any and all reasonable costs and out-of-pocket expenses of the Administrative Agent and the Purchasers, if any, including reasonable external counsel fees and out-of-pocket expenses in connection with (i) any amendments, any waivers or the enforcement of this Agreement and the other documents delivered hereunder and in connection with (ii) 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, The Seller shall pay to the Administrative Agent, each Managing Agent and the Purchasers 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 reasonable cost of Purchasers’ such Person’s auditors auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for the Administrative Agent and the Purchasers such Person (which such counsel may be employees of the Administrative Agent or a Purchasersuch Person) with respect thereto and with respect to advising the Administrative Agent and the Purchasers such Person as to their respective rights and remedies under this Agreement. The Seller shall pay to the Administrative Agent or each Managing Agent, as applicable (for the account of the Administrative Agent, the Managing Agents and the Purchasers Purchasers, as applicable) on demand any and all reasonable costs and expenses of the Administrative Agent 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 documentsdocuments (including any amendments hereto or thereto), 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 pay to the Administrative Agent and the Purchasers Purchasers, 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 Purchasers’ the Agent’s auditors auditing the books, records and procedures of SellerSeller (subject to the limitations in 7.1(d)), reasonable fees and out-of-pocket expenses of legal counsel for the Administrative Agent any Purchaser and the Purchasers Agent (which such counsel may be employees of such Purchaser or the Administrative Agent or a PurchaserAgent) with respect thereto and with respect to advising such Purchaser or the Administrative Agent and the Purchasers as to their respective rights and remedies under this Agreement. Seller shall pay to the Administrative Agent, for the benefit of the Agent and the Purchasers applicable Purchaser(s), on demand any and all reasonable 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.

Other Costs and Expenses. Subject to the limitations set forth in the Fee Letter, Seller shall pay to the Administrative Agent and the Purchasers Purchasers, 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 Purchasers’ VFCC's auditors auditing the books, records and procedures of SellerSeller (subject to the limitations in 7.1(d)), reasonable fees and out-of-pocket expenses of legal counsel for the Administrative Agent any Purchaser and the Purchasers Agent (which such counsel may be employees of such Purchaser or the Administrative Agent or a PurchaserAgent) with respect thereto and with respect to advising such Purchaser or the Administrative Agent and the Purchasers as to their respective rights and remedies under this Agreement. Seller shall pay to the Administrative Agent, for the benefit of the Agent and the Purchasers applicable Purchaser(s), on demand any and all reasonable 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.

Other Costs and Expenses. Subject to the limitations set forth proviso in Section 7.1(d), the Fee Letter, Seller shall pay to the Administrative Agent Agent, each Managing Agent, and the Purchasers 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 Purchasers’ such Person’s auditors auditing the books, records and procedures of the Seller, rating agency fees, reasonable fees and out-of-pocket expenses of outside legal counsel for the Administrative Agent and the Purchasers (which such counsel may be employees of the Administrative Agent or a Purchaser) Person with respect thereto and with respect to advising the Administrative Agent and the Purchasers such Person as to their respective rights and remedies under this Agreement. The Seller shall pay to the Administrative Agent and Managing Agents (for the Purchasers account of the Administrative Agent or such Managing Agents and their related Purchasers, as applicable) on demand any and all reasonable costs and expenses of the Administrative Agent Agent, the Managing Agents and the Purchasers, if any, including reasonable outside 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.