Initial and special costs. Subject to CLAUSE 18 (Enforcement and Subordination), Funding 1 shall forthwith on demand pay the Funding 1 Liquidity Facility Provider the amount of all costs and expenses (including reasonable legal fees) incurred by it in connection with:
(a) the negotiation, preparation, printing and execution of:
(i) this Agreement and any other documents referred to in this Agreement;
(ii) any other Funding 1 Liquidity Document (other than a Novation Certificate) executed after the date of this Agreement;
(b) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of Funding 1 or, in the case of CLAUSE 9.4 (Change of currency), the Funding 1 Liquidity Facility Provider and relating to a Funding 1 Liquidity Document or a document referred to in any Funding 1 Liquidity Document; and
(c) any other matter, not of an ordinary administrative nature, arising out of or in connection with a Funding 1 Liquidity Document.
Initial and special costs. Vodafone shall forthwith on demand pay the Agent, the U.S. Swingline Agent and the Arrangers the amount of all out-of-pocket costs and expenses (including but not limited to legal fees up to an amount agreed, in the case of (a)(i) below, with the Arrangers) reasonably incurred by any of them in connection with:
(a) the negotiation, preparation, printing and execution of:
(i) this Agreement and any other documents referred to in this Agreement; and
(ii) any other Finance Document (other than a Novation Certificate) executed after the Signing Date;
(b) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of an Obligor and relating to a Finance Document or a document referred to in any Finance Document or any amendment to this Agreement to reflect a change in currency of a country pursuant to Clause 9.4(d) (Currency); and
(c) any other agency matter not of an ordinary administrative nature, arising out of or in connection with a Finance Document in the amount agreed between the Agent and Vodafone at the relevant time.
Initial and special costs. The Borrowers' Agent shall within 5 Business Days following demand pay the Agent and the MLAs the amount of all costs and expenses (including legal fees) incurred by either of them in connection with:
(a) the negotiation, preparation, printing, execution and syndication of:
(i) this Agreement and any other documents referred to in this Agreement; and
(ii) any other Finance Document (other than a Novation Certificate) executed after the Signing Date; and
(b) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of an Obligor or, in the case of Clause 2.4 (Change of currency), the Agent, and relating to a Finance Document or a document referred to in any Finance Document.
Initial and special costs. The Company shall forthwith on demand pay the Agent and each Mandated Lead Arranger the amount of all reasonable costs and expenses (including legal fees) incurred by each of them in connection with:
(a) the negotiation, preparation, printing and execution of:
(i) this Agreement and any other documents referred to in this Agreement;
(ii) any other Finance Document (other than a Novation Certificate) executed after the date of this Agreement;
(b) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of the Company and relating to a Finance Document or a document referred to in any Finance Document; and
(c) any other matter, not of an ordinary administrative nature, arising out of or in connection with a Finance Document.
Initial and special costs. The Borrower shall promptly following demand pay the Agent the amount of all reasonable costs and expenses (including legal fees) reasonably and properly incurred by the Agent, the Mandated Lead Arrangers and/or the Lenders in connection with:
(a) the negotiation, preparation, printing and execution of the Finance Documents and any other documents referred to in the Finance Documents;
(b) execution and registration of the Security Documents;
(c) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested (or, in the case of a proposal, made) by or on behalf of the Borrower and relating to the Finance Documents or a document referred to in the Finance Documents; and
(d) any other matter, not being of an ordinary administrative nature and arising out of or in connection with the Finance Documents.
Initial and special costs. The Borrower shall forthwith on demand pay the Bank the amount of all reasonable costs and expenses (including legal fees in a pre-agreed amount) incurred by the Bank in connection with:
(a) the drafting, negotiation and closing of:
(i) the Finance Documents and any other documents referred to in this Agreement; and
(ii) any other Finance Document executed after the date of this Agreement; and
(b) the examination of any future Project in respect of which an Equity Contribution is to be made; and
(c) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of the Borrower and relating to a Finance Document or a document referred to in any Finance Document.
Initial and special costs. The Borrower shall promptly following demand from the Agent pay the Agent the amount of all costs, taxes, expenses (including internal and external legal fees), collateral fees, VAT and “out of pocket” expenses incurred by the Agent or the Mandated Lead Arrangers and/or the Lenders in connection with:
(a) the negotiation, preparation, printing execution, syndication and distribution of information of the Finance Documents and any other documents referred to in the Finance Documents;
(b) execution and registration of the Security Documents;
(c) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested (or, in the case of a proposal, made) by or on behalf of the Borrower and relating to the Finance Documents or a document referred to in the Finance Documents; and
(d) any other matter, not being of an ordinary administrative nature and arising out of or in connection with the Finance Documents.
Initial and special costs. The Parent shall forthwith on demand pay the Administrative Parties the amount of all out-of-pocket costs and expenses (including but not limited to legal fees) reasonably incurred by any of them in connection with:
21.1.1 the negotiation, preparation, printing and execution of:
(A) this Agreement and any other documents referred to in this Agreement, and
(B) any other Finance Document (other than a Novation Certificate) executed after the Signing Date;
21.1.2 any amendment waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of an Obligor and relating to a Finance Document or a document referred to in any Finance Document; and
21.1.3 any other matter, not of an ordinary administrative nature, arising out of or in connection with a Finance Document.
Initial and special costs. The Parent shall forthwith on demand pay the Agent and the Mandated Arrangers the amount of all out-of-pocket costs and expenses (including legal fees) reasonably incurred by any of them in connection with:
(a) the arranging, underwriting and primary syndication of the Facilities; 41
(b) the negotiation, preparation, printing and execution of:
(i) this Agreement and any other documents referred to in this Agreement; and
(ii) any other Finance Document (other than a Novation Certificate) executed after the date of this Agreement;
(c) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of an Obligor and relating to a Finance Document or a document referred to in any Finance Document; and
(d) any other matter, not of an ordinary administrative nature, arising out of or in connection with a Finance Document.
Initial and special costs. The Borrower shall forthwith on demand pay the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with:-
(a) the negotiation, preparation and execution of this Agreement and any other documents referred to in this Agreement and the preparation of certified translations thereof; and
(b) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of the Borrower and relating to this Agreement or a document referred to in this Agreement.
