Common use of Other Costs, Expenses and Related Matters Clause in Contracts

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, all conduit rating agency costs incurred by the Funding Agent or the Conduit Lender in connection with the Transaction Documents (including any amounts related to the execution hereof, any renewals and any amendments or extensions). The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the PurchasersFunding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Purchasers Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Administrative Agent's, the CP Conduit Purchasers', the Committed Purchasers' or the Funding Agent’s or such Purchaser’s Agents' enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction Costs"). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.05 and 2.06.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Agent Conduit Purchasers, the Alternate Purchasers, the Managing Agents and the Purchasers Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Conduit Purchasers, Alternate Purchasers, Managing Agents and/or the PurchasersAdministrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Conduit Purchasers, Alternate Purchasers, Managing Agents and the Purchasers Administrative Agent (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents Principal Agreements and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction DocumentsPrincipal Agreements, (B) arising in connection with relating to the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection syndication of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents)facility contemplated hereby, or (C) arising in connection with any auditConduit Purchaser's, any Alternate Purchaser's, any Managing Agent's or the Administrative Agent's enforcement or preservation of rights, or (D) arising in connection with any dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge Principal Agreements; provided, however, that, with respect to subsection (i) and agree that all amounts payable under this Section 8.04 subclauses (A) and (B) of subsection (ii) of the foregoing sentence, the Transferor shall only be payable by liable for the Issuer solely attorneys' fees and expenses of one law firm with respect to the extent funds are available therefor in accordance with Conduit Purchasers, the priority of payments set forth in Article V of Alternate Purchasers, the Base IndentureManaging Agents and the Administrative Agent as a group.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ', rating agencies' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the PurchasersFunding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Purchasers Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered RECEIVABLES TRANSFER AGREEMENT pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Administrative Agent's, the CP Conduit Purchasers', the Committed Purchasers' or the Funding Agent’s or such Purchaser’s Agents' enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction Costs"). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.05 and 2.06.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’, rating agencies’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the PurchasersFunding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Purchasers Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Administrative Agent’s, the CP Conduit Purchasers’, the Committed Purchasers’ or the Funding Agent’s or such Purchaser’s Agents’ enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, “Transaction Costs”). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.05 and 2.06.