Payment of Costs and Expenses. RCFC agrees to pay on demand (or reimburse) all reasonable expenses of the Note Purchaser (including the reasonable fees and out-of-pocket expenses of counsel to the Note Purchaser, if any, who may be retained by counsel to the Note Purchaser) in connection with (i) the negotiation, preparation, execution, delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated, and (ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser harmless from all liability for, (i) any breach by RCFC of its obligations under this Agreement (ii) all reasonable costs incurred by the Note Purchaser in enforcing this Agreement and (iii) any stamp, documentary or other taxes which may be payable in connection with the execution or delivery of this Agreement, any Borrowing hereunder, or the issuance of the Series 1998-1 Notes or any other Related Documents. RCFC also agrees to reimburse the Note Purchaser upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of the Related Documents.
Appears in 1 contract
Samples: Note Purchase Agreement (Dollar Thrifty Automotive Group Inc)
Payment of Costs and Expenses. RCFC The Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (or reimburse) in all other cases), all reasonable expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Note Purchaserforegoing, if any, who may be retained by counsel to as well as the Note Purchaserfees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated, and
proposed (ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary“Amendment Expenses”). RCFC The Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to save hold the Note Purchaser Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for, for (ix) any breach by RCFC the Master Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (iiiz) any stamp, documentary or other taxes which Indemnified Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982018-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related DocumentsDocuments (“Other Post-Closing Expenses”). RCFC The Master Issuer also agrees to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the Related Documentsfees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2018-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Payment of Costs and Expenses. RCFC agrees The Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 2018-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) and (B) on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel to each of the Note Purchaserforegoing, if anyany (but excluding, who may be retained by counsel to for the Note Purchaseravoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 2018-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Related Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Related Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Co-Issuers and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for to hold the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC any Co-Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982018-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Documents. RCFC The Co-Issuers and the Guarantors also agrees jointly and severally agree to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of the this Agreement or any other Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2018-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
Payment of Costs and Expenses. RCFC The Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (or reimburse) in all other cases), all reasonable expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Note Purchaserforegoing, if any, who may be retained by counsel to as well as the Note Purchaserfees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated, and
proposed (ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary“Amendment Expenses”). RCFC The Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to save hold the Note Purchaser Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for, for (ix) any breach by RCFC the Master Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982015-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related DocumentsDocuments (“Other Post-Closing Expenses”). RCFC The Master Issuer also agrees to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the Related Documentsfees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2015-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Payment of Costs and Expenses. RCFC agrees The Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 2019-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) and (B) on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel to each of the Note Purchaserforegoing, if anyany (but excluding, who may be retained by counsel to for the Note Purchaseravoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 2019-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Transaction Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Co-Issuers and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for to hold the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC any Co-Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982019-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Transaction Documents. RCFC The Co-Issuers and the Guarantors also agrees jointly and severally agree to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the Related Documentsforegoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2019-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
Payment of Costs and Expenses. RCFC agrees The Issuer and the Guarantors jointly and severally agree to pay (subject to and in accordance with the Priority of Payments), on the Series 2016-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel to total for the Note Purchaserforegoing, if anyany (but excluding, who may be retained by counsel to for the Note Purchaseravoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated; provided; however, that the aggregate fees of counsel payable hereunder shall not exceed $60,000, and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Transaction Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Issuer and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for to hold the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC the Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982016-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Transaction Documents. RCFC The Issuer and the Guarantors also agrees jointly and severally agree to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the Related Documentsforegoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Issuer and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2016-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Payment of Costs and Expenses. RCFC The Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (or reimburse) in all other cases), all reasonable expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Note Purchaserforegoing, if any, who may be retained by counsel to as well as the Note Purchaserfees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated, and
proposed (ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary“Amendment Expenses”). RCFC The Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to save hold the Note Purchaser Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for, for (ix) any breach by RCFC the Master Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982022-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related DocumentsDocuments (“Other Post-Closing Expenses”). RCFC The Master Issuer also agrees to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the Related Documentsfees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Jack in the Box Inc)
Payment of Costs and Expenses. RCFC agrees The Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Series 2017-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser each Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel to for each Administrative Agent (for a total of two external counsel for the Note Purchaserforegoing), if anyany (but excluding, who may be retained by counsel to for the Note Purchaseravoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2017-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date); and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Transaction Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Co-Issuers and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity to hold each Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC any Co-Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by such Administrative Agent, such Funding Agent or such Lender Party including the Note Purchaser reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982017-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Transaction Documents. RCFC The Co-Issuers and the Guarantors also agrees jointly and severally agree to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, each Administrative Agent, such Funding Agent and Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser such Administrative Agent, such Funding Agent and such Lender Party in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the Related Documentsforegoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2017-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Jay Merger Sub, Inc.)
Payment of Costs and Expenses. RCFC (a) The Borrower agrees to pay promptly on demand (or reimburse) all reasonable out-of-pocket costs and expenses of the Note Purchaser Administrative Agent and the Issuing Lenders and their respective Affiliates (including the reasonable fees and out-of-pocket costs and expenses of special New York counsel and relevant local counsel to the Note Purchaser, if any, who may be retained by counsel to the Note PurchaserAdministrative Agent) in connection with:
(i) the negotiation, preparation, execution, delivery and administration of this Agreement and of each other Related Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Loan Document as may from time to time hereafter be proposedrequired;
(ii) the preparation and review of the form of any document or instrument relevant to any Loan Document; provided, however, that the Borrower shall have no obligation to pay for the cost of the documentation of assignments or participations as provided in Section 10.11 (unless such assignment is made pursuant to Section 4.11); and
(iii) in the case of the Issuing Lenders, all out-of-pocket expenses incurred by any Issuing Lender in connection with the Issuance of any Letter of Credit or any demand for payment thereunder; in each case, upon presentation of statement of account in reasonable detail, whether or not the transactions contemplated hereby or thereby are consummated, and.
(iib) the consummation and performance Without duplication of the transactions contemplated by this AgreementBorrower's obligations under Section 4.7, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary. RCFC Borrower further agrees to paypay upon demand, and to save the Note Purchaser Administrative Agent, the Issuing Lenders and the Lenders harmless from all liability forfor all costs, (i) any breach by RCFC of its obligations under this Agreement (ii) all reasonable costs incurred by the Note Purchaser in enforcing this Agreement and (iii) any stampexpenses, documentary assessments, or other taxes charges, and any stamp or other similar Taxes which may be payable in connection with the execution execution, delivery or delivery enforcement of this Agreementany Loan Document, any Borrowing hereunder, the Loans or the issuance Letter of the Series 1998-1 Notes Credit hereunder or any other Related Documentsfiling, registration, recording or perfection of any security interest contemplated by the Borrower Security Agreement. RCFC The Borrower also agrees to reimburse the Note Purchaser Administrative Agent, each Issuing Lender and each Lender, as applicable, promptly upon demand upon presentation of a statement of account in reasonable detail for (i) all reasonable out-of-pocket costs and expenses (including fees and out-of-pocket expenses of counsel) incurred by the Note Purchaser Administrative Agent, each Issuing Lender and each Lender in connection with (x) the enforcement or protection of the rights in connection with this Agreement and the other Loan Documents, including its rights under this Section and including the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents any Obligations and (yii) all out-of-pocket costs and expenses (including fees and out-of-pocket costs and expenses of counsel) by the Administrative Agent, each Issuing Lender and each Lender in connection with the enforcement of any Obligations after an Event of Default or in connection with any insolvency proceedings; provided that, in either case, the Related DocumentsBorrower shall not be obligated to reimburse such costs and expenses that are found in a final judgment by a court of competent jurisdiction to have been incurred in an attempt to enforce such rights and remedies that were pursued by such Administrative Agent or Lender in bad faith and without any reasonable basis in fact or law.
Appears in 1 contract
Payment of Costs and Expenses. RCFC agrees The Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Series 2024-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one counsel to each of the Note Purchaserforegoing, if any, who may be retained by counsel to as well as the Note Purchaserfees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated, and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Transaction Document as may from time to time hereafter be proposedproposed by the Managers or the Securitization Entities. The Co-Issuers and the Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for (x) any breach by the Co-Issuers of their obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Transaction Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser harmless from all liability for, (iz) any breach by RCFC of its obligations under this Agreement (ii) all reasonable costs incurred by the Note Purchaser in enforcing this Agreement and (iii) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982024-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Transaction Documents. RCFC The Co-Issuers and the Guarantors also agrees jointly and severally agree to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and Lender Party upon demand for all reasonable documented out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the Related Documentsforegoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2024-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Note Purchase Agreement (Driven Brands Holdings Inc.)
Payment of Costs and Expenses. RCFC agrees The Borrower and the Guarantors jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 2022-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or (B) on or before seven (7) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent and each initial Advance Funding Provider (including the reasonable fees and out-of-pocket expenses of one external counsel to each of the Note Purchaserforegoing), if anyany (but excluding, who may be retained by counsel to for the Note Purchaser) avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Advance Funding Provider’s due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 2022-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date); and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Borrower and the other Related Documents, including, without limitation, fees, costs, expenses Guarantors further jointly and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary. RCFC further agrees severally agree to pay, subject to and in accordance with the Priority of Payments, and to save hold the Note Purchaser Administrative Agent and each Advance Funding Provider harmless from all liability for, for (ix) any breach by RCFC the Borrower of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser in enforcing this Agreement Administrative Agent and (iii) any stamp, documentary or other taxes which may be payable in connection with such Advance Funding Provider including the execution or delivery of this Agreement, any Borrowing hereunder, or the issuance of the Series 1998-1 Notes or any other Related Documents. RCFC also agrees to reimburse the Note Purchaser upon demand for all reasonable and documented fees and out-of-pocket expenses incurred by of counsel to each of the Note Purchaser foregoing (excluding fees and expenses of in-house counsel), if any, in enforcing this Agreement or in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of the Related Documents and (yz) any Non-Excluded Taxes that may be payable in connection with (1) the enforcement execution or delivery of this Agreement , or (2) any other Related Documents. Notwithstanding the foregoing, the Borrower and/or the Guarantors shall have no obligation to reimburse any Advance Funding Provider for any of the Related Documentsfees and/or expenses incurred by such Advance Funding Provider with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Advance Funding Agreement (European Wax Center, Inc.)
Payment of Costs and Expenses. RCFC (a) The Borrower agrees to pay promptly on demand (or reimburse) upon presentation of a statement of account in reasonable detail, all reasonable expenses of the Note Purchaser (including the reasonable fees and out-of-pocket costs and expenses of the Arranger and the Administrative Agent (including all reasonable fees and disbursements of any law firm or other external counsel to and the Note Purchaser, if any, who may be retained by counsel to the Note Purchaserallocated cost of internal legal services and all disbursements of internal counsel) in connection with:
(i) the syndication of the Loans and the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Loan Document as may from time to time hereafter be proposedrequired; and
(ii) the preparation and review of the form of any document or instrument relevant to any Loan Document; provided, however, that the -------- ------- Borrower shall have no obligation to pay for the cost of the documentation of assignments or participations as provided in Section 10.11 (unless such ------------- assignment is made pursuant to Section 4.11); ------------ in each case, upon presentation of statement of account, whether or not the transactions contemplated hereby or thereby are consummated, and.
(iib) the consummation and performance Without duplication of the transactions contemplated by this AgreementBorrower's obligations under Section ------- 4.7, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary. RCFC Borrower further agrees to paypay upon demand, and to save the Note Purchaser --- Administrative Agent and the Lenders harmless from all liability for, (i) any breach by RCFC of its obligations under this Agreement (ii) all reasonable costs incurred by the Note Purchaser in enforcing this Agreement and (iii) any stamp, documentary stamp or other taxes which may be payable in connection with the execution execution, delivery or delivery enforcement of this Agreement, any Borrowing Loan Document or with the Borrowings hereunder, or the issuance of the Series 1998-1 Notes or any other Related Documents. RCFC The Borrower also agrees to reimburse the Note Purchaser Administrative Agent and each Lender, as applicable, promptly upon demand upon presentation of a statement of account in reasonable detail for (x) all reasonable out-of-pocket costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Note Purchaser Administrative Agent and each Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents any monetary Obligations and (y) all out-of- pocket costs and expenses (including all reasonable fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) incurred by the Administrative Agent and each Lender in connection with the enforcement of any Obligations after an Event of Default; provided that, in either case, the Related DocumentsBorrower shall not be -------- obligated to reimburse such costs and expenses that are found in a final judgment by a court of competent jurisdiction to have been incurred in an attempt to enforce such rights and remedies that were pursued by such Administrative Agent or Lender in bad faith and without any reasonable basis in fact or law.
Appears in 1 contract
Payment of Costs and Expenses. RCFC agrees The Co-Issuers jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Series 2014-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (or reimburse) in all other cases), all reasonable expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Note Purchaserforegoing, if any, who may be retained by counsel to as well as the Note Purchaserfees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated, and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed. The Co-Issuers further jointly and severally agree to pay, whether or not subject to and in accordance with the transactions contemplated hereby or thereby are consummatedPriority of Payments, and
(ii) and to hold the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC the Co-Issuers of its their obligations under this Agreement Agreement, (iiy) all reasonable costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982014-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Documents. RCFC The Co-Issuers also agrees jointly and severally agree to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers shall have no obligation to reimburse any Lender Party for any of the Related Documentsfees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2014-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (DineEquity, Inc)
Payment of Costs and Expenses. RCFC agrees The Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 2022-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) and (B) on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel to each of the Note Purchaserforegoing, if anyany (but excluding, who may be retained by counsel to for the Note Purchaseravoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 2022-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Transaction Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Co-Issuers and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for to hold the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC any Co-Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982022-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Transaction Documents. RCFC The Co-Issuers and the Guarantors also agrees jointly and severally agree to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the Related Documentsforegoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and the Guarantors shall have no obligation to reimburse any Lender Party for any of the fees and expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Payment of Costs and Expenses. RCFC The Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (or reimburse) in all other cases), all reasonable expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Note Purchaserforegoing, if any, who may be retained by counsel to as well as the Note Purchaserfees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated, and
proposed (ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary“Amendment Expenses”). RCFC The Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to save hold the Note Purchaser Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for, for (ix) any breach by RCFC the Master Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982020-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related DocumentsDocuments (“Other Post-Closing Expenses”). RCFC The Master Issuer also agrees to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the Related Documentsfees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2020-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Payment of Costs and Expenses. RCFC agrees The Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Series 2022-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one counsel to each of the Note Purchaserforegoing, if any, who may be retained by counsel to as well as the Note Purchaserfees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated, and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Co-Issuers and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for to hold the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC the Co-Issuers of its their obligations under this Agreement Agreement, (iiy) all reasonable costs incurred by the Note Purchaser in enforcing this Agreement and (iii) any stamp, documentary or other taxes which may be payable in connection with the execution or delivery of this Agreement, any Borrowing hereunder, or the issuance of the Series 1998-1 Notes or any other Related Documents. RCFC also agrees to reimburse the Note Purchaser upon demand for all reasonable documented out-of-pocket expenses costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement or in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of the Related Documents and (yz) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 2022-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Documents. The Co-Issuers and the Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Administrative Agent, such Funding Agent and Lender Party upon demand for all reasonable documented out-of-pocket expenses incurred by the Administrative Agent, such Funding Agent and such Lender Party in connection with the enforcement of the this Agreement or any other Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dominos Pizza Inc)
Payment of Costs and Expenses. RCFC Each of Holdings, Intermediate Holdings and the Company agrees to pay on demand (or reimburse) all reasonable expenses of the Note Purchaser each Agent (including the reasonable fees and out-of-pocket expenses of counsel Mayex, Xxowx & Xlatx, xxunsel to the Note PurchaserAgents and of local counsel, if any, who may be retained by counsel to or on behalf of the Note PurchaserAgents) in connection withwith -121- 122
(ia) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Loan Document as may from time to time hereafter be proposedrequired, whether or not the transactions contemplated hereby or thereby are consummated, ; and
(iib) the consummation filing or recording of any Loan Document (including the Filing Statements) and performance all amendments, supplements, amendment and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the transactions contemplated Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded by this Agreementthe terms of any Loan Document; and
(c) the preparation and review of the form of any document or instrument relevant to any Loan Document. Each of Holdings, the CP Program Documents Intermediate Holdings and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary. RCFC Company further agrees to pay, and to save the Note Purchaser each Secured Party harmless from all liability for, (i) any breach by RCFC of its obligations under this Agreement (ii) all reasonable costs incurred by the Note Purchaser in enforcing this Agreement and (iii) any stamp, documentary stamp or other taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, any Borrowing hereunder, the Credit Extensions or the issuance of the Series 1998-1 Notes or any other Related DocumentsNotes. RCFC Each of Holdings, Intermediate Holdings and the Company also agrees to reimburse the Note Purchaser each Secured Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys" fees and legal expenses of counsel to each Secured Party) incurred by the Note Purchaser such Secured Party in connection with (x) the negotiation of any restructuring or "work-out"" with Holdings, Intermediate Holdings or any Borrower, whether or not consummated, of the Related Documents any Obligations and (y) the enforcement of the Related Documentsany Obligations.
Appears in 1 contract
Payment of Costs and Expenses. RCFC agrees The Issuer and the Guarantors jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 2020-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) and (B) on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel to each of the Note Purchaserforegoing), if anyany (but excluding, who may be retained by counsel to for the Note Purchaser) avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agency in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 2020-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Transaction Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Issuer and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for to hold the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC the Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing (excluding fees and expenses of in-house counsel), if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982020-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Transaction Documents. RCFC also agrees Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Issuer and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the Note Purchaser upon demand for all reasonable out-of-pocket fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Note Purchaser in connection with (x) the negotiation of any restructuring Series 2020-1 Class A-1 Notes pursuant to Section 9.03 or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of the Related DocumentsSection 9.17.
Appears in 1 contract
Payment of Costs and Expenses. RCFC agrees The Issuer and the Guarantors jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 2018-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) and (B) on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel to each of the Note Purchaserforegoing), if anyany (but excluding, who may be retained by counsel to for the Note Purchaseravoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agency) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 2018-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Transaction Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Issuer and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for to hold the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC the Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing (excluding fees and expenses of in-house counsel), if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982018-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Transaction Documents. RCFC The Issuer and the Guarantors also agrees jointly and severally agree to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the Related Documentsforegoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Issuer and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2018-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Payment of Costs and Expenses. RCFC The Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (or reimburse) in all other cases), all reasonable expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Note Purchaserforegoing, if any, who may be retained by counsel to as well as the Note Purchaserfees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated, and
proposed (ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary“Amendment Expenses”). RCFC The Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to save hold the Note Purchaser Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for, for (ix) any breach by RCFC the Master Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (iiiz) any stamp, documentary or other taxes which Indemnified Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982022-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related DocumentsDocuments (“Other Post-Closing Expenses”). RCFC The Master Issuer also agrees to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the Related Documentsfees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Payment of Costs and Expenses. RCFC The Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (or reimburse) in all other cases), all reasonable expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Note Purchaserforegoing, if any, who may be retained by counsel to as well as the Note Purchaserfees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated, and
proposed (ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary“Amendment Costs”). RCFC The Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to save hold the Note Purchaser Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for, for (ix) any breach by RCFC the Master Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982015-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related DocumentsDocuments (“Other Post-Closing Expenses”). RCFC The Master Issuer also agrees to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the Related Documentsfees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2015-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Note Purchase Agreement (Dunkin' Brands Group, Inc.)
Payment of Costs and Expenses. RCFC agrees The Issuer and the Guarantors jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 2022-1 Upsize Closing Date (if invoiced at least one (1) Business Day prior to such date) and (B) on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel to each of the Note Purchaserforegoing), if anyany (but excluding, who may be retained by counsel to for the Note Purchaser) avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agency in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 2022-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Transaction Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Issuer and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for to hold the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC the Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing (excluding fees and expenses of in-house counsel), if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing hereunderBorrowing, or (3) the issuance of the Series 19982022-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Transaction Documents. RCFC also agrees Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Issuer and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the Note Purchaser upon demand for all reasonable out-of-pocket fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Note Purchaser in connection with (x) the negotiation of any restructuring Series 2022-1 Class A-1 Notes pursuant to Section 9.03 or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of the Related DocumentsSection 9.17.
Appears in 1 contract
Payment of Costs and Expenses. RCFC agrees The Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2018-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Investor (including the reasonable fees and out-of-pocket expenses of one external counsel to for the Note PurchaserAdministrative Agent), if anyany (but excluding, who may be retained by counsel to for the Note Purchaseravoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agency) in connection with
with (i) the negotiation, preparation, executionexecution and delivery of this Agreement and of each other Transaction Document, delivery including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchaser’s due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2018-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Related Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document, including schedules ; and exhibits, and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Transaction Document as may from time to time hereafter be proposedproposed by the Property Manager or the Co-Issuers (the “Class A Amendment Expenses”). The Co-Issuers further jointly and severally agree to pay, whether or not subject to and in accordance with the transactions contemplated hereby or thereby are consummatedPriority of Payments, and
(ii) and to hold the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Investor harmless from all liability for, for (ix) any breach by RCFC the Co-Issuers of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing hereunder, or (3) the issuance of the Series 19982018-1 Class A Notes or (4) any other Related Transaction Documents. RCFC The Co-Issuers also agrees jointly and severally agree to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Investor in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the Related Documents.foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers shall have no obligation to reimburse any Investor for any of the fees and/or expenses incurred by such Investor with 46 DMSLIBRARY01\32647597
Appears in 1 contract
Payment of Costs and Expenses. RCFC agrees Borrowers jointly and severally agree to pay on demand (or reimburse) all reasonable expenses of Agent, each Co-Collateral Agent and the Note Purchaser Arrangers (including the reasonable fees and fees, out-of-pocket expenses and other charges of counsel to the Note PurchaserOtterbourg, Steindler, Houston & Xxxxx, P.C. and of local counsel, if any, who may be retained by counsel or on behalf of Agent, any Co-Collateral Agent and any Arranger) together with such advance funds as may from time to time be reasonably requested, without duplication of any amounts paid under the Note Purchaser) Fee Letter, in connection with
(ia) the negotiation, preparation, execution, delivery and ongoing administration of this Agreement and (including analyzing and/or providing legal advice) of each other Related Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Loan Document as may from time to time hereafter be proposedrequired, whether or not the transactions contemplated hereby or thereby are consummated;
(b) the filing, recording, refiling and rerecording of any Loan Document and/or any Filing Statements relating thereto and all amendments, supplements, amendments and restatements and other modifications to any thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed, recorded, refiled or rerecorded by the terms of any Loan Document;
(c) the preparation and review of the form of any document or instrument relevant to any Loan Document;
(d) out-of-pocket appraisal fees, consultant fees and field examination expenses, plus a per diem field examination charge at Agent’s or the applicable Co-Collateral Agent’s then standard rate for Agent’s or such Co-Collateral Agent’s examiners in the field and office (plus travel, hotel and other out-of-pocket expenses); and
(iie) the consummation and performance syndication of the transactions contemplated by this Agreement, the CP Program Documents Loans. Borrowers further jointly and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary. RCFC further agrees severally agree to pay, and to save the Note Purchaser each Secured Party and each Arranger harmless from all liability for, (i) any breach by RCFC of its obligations under this Agreement (ii) all reasonable costs incurred by the Note Purchaser in enforcing this Agreement and (iii) any stamp, documentary stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, any Borrowing hereunder, each Loan Document or the issuance of the Series 1998-1 Notes or any other Related DocumentsCredit Extensions. RCFC Borrowers also agrees jointly and severally agree to reimburse the Note Purchaser each Secured Party and each Arranger upon demand for all their reasonable out-of-pocket expenses incurred by the Note Purchaser (including their reasonable attorneys’ fees and legal expenses of counsel to each of them) in connection with (x) the negotiation of any restructuring or "“work-out"” with Borrowers, whether or not consummated, of the Related Documents any Obligations and (y) the enforcement of any Obligations; provided, that, the Related Documentsattorneys’ fees and legal expenses of the Lenders (other than the Agent and the Co-Collateral Agents) shall be limited to those of one law firm representing all such Lenders.
Appears in 1 contract
Payment of Costs and Expenses. RCFC agrees to pay on demand (or reimburse) all reasonable expenses of the Note Purchaser (including the reasonable fees and out-of-pocket expenses of counsel to the Note Purchaser, if any, who may be retained by counsel to the Note Purchaser) in connection with
(i) the negotiation, preparation, execution, delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposedThe Borrowers shall, whether or not the transactions contemplated hereby or thereby are shall be consummated, and:
(iia) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities pay or reimburse BofA (in its capacity as Agent) within five (5) Banking Days after demand for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser harmless from all liability for, (i) any breach by RCFC of its obligations under this Agreement (ii) all reasonable costs and expenses incurred by the Note Purchaser BofA (in enforcing this Agreement and (iiiits capacity as Agent) any stamp, documentary or other taxes which may be payable in connection with the development, preparation, negotiation, delivery, closing, on-going administration and execution of, and any amendment, supplement, waiver or delivery of this Agreement, any Borrowing hereunder, or the issuance of the Series 1998-1 Notes or any other Related Documents. RCFC also agrees modification to reimburse the Note Purchaser upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser (in connection with (x) the negotiation of any restructuring or "work-out"each case, whether or not consummated), this Agreement, any Loan Document and any other documents prepared in connection herewith or therewith, and the consummation of the Related Documents transactions contemplated hereby and thereby, including the reasonable Attorney Costs incurred by BofA (in its capacity as Agent) with respect thereto;
(b) pay or reimburse each Lender and the Agent within five (5) Banking Days after demand for all reasonable costs and expenses incurred by them in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies during the existence of an Event of Default (including in connection with any "workout" or restructuring regarding the Loans, and including in any insolvency proceeding or appellate proceeding) under this Agreement, any other Loan Document, and any such other documents, including reasonable Attorney Costs, incurred by the Agent and any Lender; and
(c) pay or reimburse BofA (in its capacity as Agent) within five (5) Banking Days after demand for all appraisal (including the allocated cost of internal appraisal services), audit, environmental inspection and review (including the allocated cost of such internal services), search and filing costs, fees and expenses, incurred or sustained by BofA (in its capacity as Agent) in connection with the matters referred to under subsections (a) and (yb) the enforcement of the Related Documentsthis Section 10.3.
Appears in 1 contract
Samples: Multicurrency Credit Agreement (Dura Automotive Systems Inc)
Payment of Costs and Expenses. RCFC agrees (a) The Lessee shall pay, or cause to be paid, from time to time all Transaction Expenses in respect of each Closing Date from the proceeds of Advances or otherwise.
(b) The Lessee shall pay on demand (or reimburse) all reasonable expenses of the Note Purchaser (including the reasonable fees and out-of-pocket expenses of counsel cause to the Note Purchaser, if any, who may be retained by counsel to the Note Purchaser) in connection with
paid when due (i) the negotiationfees described in Section 4.5 and in the Syndication Agreement, preparation, execution, delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser harmless from all liability for, (i) any breach by RCFC of its obligations under this Agreement (ii) all reasonable costs incurred by the Note Purchaser in enforcing this Agreement and (iii) any stamp, documentary or other taxes which may be payable in connection with the execution or delivery of this Agreement, any Borrowing hereunder, or the issuance of the Series 1998-1 Notes or any other Related Documents. RCFC also agrees to reimburse the Note Purchaser upon demand for all reasonable out-of-pocket expenses of the Trustee, the Administrative Agent and the Participants (including reasonable attorneys' fees and legal expenses of one special counsel representing the Administrative Agent, the Lessor, and the Lenders, under this Participation Agreement and the other Operative Documents), (iii) all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Note Purchaser Administrative Agent, the Trustee, or any Participant in entering into any future amendments or supplements with respect to any of the Operative Documents, whether or not such amendments or supplements are ultimately entered into, or giving of waivers of consents hereto or thereto, (iv) all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Administrative Agent, the Trustee or any Participant in connection with any purchase or sale of any part of the Equipment by the Lessee or the Lessor, respectively, or any other Person pursuant to the Lease, (v) all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Administrative Agent, the Trustee or any Participant in connection with any substitution, exchange, purchase or sale of any Equipment by the Lessee or the Lessor, respectively, or any other Person pursuant to the Lease, and (vi) all costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by any of the other parties hereto in respect of (x) the enforcement of any of their rights or remedies against the Lessee, or the Guarantor under any of the Operative Documents or (y) the negotiation of any restructuring or "work-out"" with the Lessee, or the Guarantor, whether or not consummated, of the Related Documents and (y) the enforcement any obligations of the Related Lessee, or the Guarantor under the Operative Documents.
Appears in 1 contract
Payment of Costs and Expenses. RCFC The Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Series 2019-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (or reimburse) in all other cases), all reasonable expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Note Purchaserforegoing, if any, who may be retained by counsel to as well as the Note Purchaserfees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated, and
proposed (ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents and the other Related Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary“Amendment Costs”). RCFC The Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to save hold the Note Purchaser Administrative Agent, each Funding Agent and each Lender Party harmless from all liability for, for (ix) any breach by RCFC the Master Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982019-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related DocumentsDocuments (“Other Post-Closing Expenses”). RCFC The Master Issuer also agrees to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "work-out"“workout”, whether or not consummated, of the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the Related Documentsfees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2019-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dunkin' Brands Group, Inc.)
Payment of Costs and Expenses. RCFC agrees The Issuer and the Guarantors jointly and severally agree to pay (subject to and in accordance with the Priority of Payments or from proceeds of drawings hereunder), on the Series 2020-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before five (5) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel to each of the Note Purchaserforegoing, if anyany (but excluding, who may be retained by counsel to for the Note Purchaseravoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Transaction Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
(ii) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Securitization Entities. The Issuer and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for to hold the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC the Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser Administrative Agent, such Funding Agent or such Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing (excluding fees and expenses of in-house counsel other than any fees or expenses of in-house counsel incurred in connection with travel related to litigation, which such fees and expenses shall be included), in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (iiiz) any stamp, documentary or other taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, or (3) the issuance of the Series 19982020-1 Notes Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Related Transaction Documents. RCFC The Issuer and the Guarantors also agrees jointly and severally agree to reimburse reimburse, subject to and in accordance with the Note Purchaser Priority of Payments, the Administrative Agent, such Funding Agent and Lender Party upon demand for all reasonable out-of-of- pocket expenses incurred by the Note Purchaser Administrative Agent, such Funding Agent and such Lender Party in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of the Related Documents and (y) the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the Related Documentsforegoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Issuer and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2020-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Vale Merger Sub, Inc.)
Payment of Costs and Expenses. RCFC agrees The Master Issuer and the Guarantors jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 2022-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or (B) on or before seven (7) Business Days after written demand (or reimburse) in all other cases), all reasonable documented out-of-pocket expenses of the Note Purchaser Administrative Agent, each initial Funding Agent and each initial Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel to each of the Note Purchaserforegoing), if anyany (but excluding, who may be retained by counsel to for the Note Purchaser) avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies in connection with
with (i) the negotiation, preparation, execution, execution and delivery and administration of this Agreement and of each other Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 2022-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date); and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Document as may from time to time hereafter be proposed, whether proposed by the Manager or not the transactions contemplated hereby or thereby are consummated, and
Securitization Entities (any amounts under this clause (ii) the consummation and performance of the transactions contemplated by this Agreement), the CP Program Documents “Amendment Expenses”). The Master Issuer and the other Related DocumentsGuarantors further jointly and severally agree to pay, includingsubject to and in accordance with the Priority of Payments, without limitation, fees, costs, expenses and indemnities for to hold the Collateral Agent, Liquidity Administrative Agent, each Liquidity Lender, Funding Agent and each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser Lender Party harmless from all liability for, for (ix) any breach by RCFC the Master Issuer of its obligations under this Agreement Agreement, (iiy) all reasonable documented out-of-pocket costs incurred by the Note Purchaser in enforcing this Agreement Administrative Agent, such Funding Agent or such Lender Party including the reasonable and (iii) any stamp, documentary or other taxes which may be payable in connection with the execution or delivery of this Agreement, any Borrowing hereunder, or the issuance of the Series 1998-1 Notes or any other Related Documents. RCFC also agrees to reimburse the Note Purchaser upon demand for all reasonable documented fees and out-of-pocket expenses incurred by of counsel to each of the Note Purchaser foregoing (excluding fees and expenses of in-house counsel), if any, in enforcing this Agreement or in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of the Related Documents and (yz) any Non-Excluded Taxes that may be payable in connection with (1) the enforcement execution or delivery of this Agreement, (2) the issuance of the Series 2022-1 Class A-1 Notes, (3) any Letter of Credit hereunder or (4) any other Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer and/or the Guarantors shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.
Appears in 1 contract
Samples: Note Purchase Agreement (European Wax Center, Inc.)
Payment of Costs and Expenses. RCFC (i) The Issuer agrees to pay on demand (or reimburse) all the reasonable expenses of the Note Purchaser (including the reasonable fees and out-of-pocket and legal expenses of counsel to the Note Purchaser, if any, who may be retained by counsel to the Note Purchaser) in connection with:
(iA) the negotiation, preparation, execution, delivery and administration of this Agreement and of each other Related Basic Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Related Basic Document as may from time to time hereafter be proposed, whether or not the transactions contemplated hereby or thereby are consummated, and
(iiB) the consummation and performance of the transactions contemplated by this Agreement, the CP Program Documents Agreement and the other Related Basic Documents, including, without limitation, fees, costs, expenses and indemnities for the Collateral Agent, Liquidity Agent, each Liquidity Lender, each Dealer, and the Depositary. RCFC further agrees to pay, and to save the Note Purchaser harmless from all liability for, (i) any breach by RCFC of its obligations under this Agreement .
(ii) The Issuer and the Servicer further jointly and severally agree to (A) pay upon demand all reasonable costs and out-of-pocket expenses incurred by the Note Purchaser as a consequence of, or in enforcing connection with, the enforcement of this Agreement or any of the other Basic Documents and (iii) any stamp, documentary or other taxes which may be payable by the Note Purchaser in connection with the execution or delivery of this Agreement, any Borrowing Advance hereunder, or the issuance of the Series 1998-1 Notes or any other Related Basic Documents; and (B) hold and save the Note Purchaser harmless from all liability for any breach by the Issuer of its obligations under this Agreement. RCFC The Issuer and Servicer also agrees further jointly and severally agree to reimburse the Note Purchaser upon demand for all reasonable out-of-pocket and legal expenses incurred by the Note Purchaser in connection with (x) the negotiation of any restructuring or "work-out", ," whether or not consummated, of the Related Documents and (y) the enforcement of the Related Basic Documents.
Appears in 1 contract
Samples: Note Purchase Agreement (Consumer Portfolio Services Inc)
