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

Other Costs, Expenses and Related Matters. The Borrower agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured Parties, the Administrative Agent, and the Securities Intermediary harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys', accountants' and other third parties' fees and expenses, and any filing fees and expenses incurred by officers or employees of the Secured Parties, the Administrative Agent, or the Securities Intermediary) incurred by or on behalf of any Secured Party, the Administrative Agent or the Securities Intermediary (i) in connection with the negotiation, execution, delivery and preparation of this Agreement and the other Basic Agreements and any documents or instruments delivered pursuant hereto or thereto and the transactions contemplated hereby and thereby and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Basic Agreements, (b) arising in connection with the Administrative Agent's, the Securities Intermediary, the Secured Parties' or their respective agents' enforcement or preservation of rights (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in the Collateral), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement.

Other Costs, Expenses and Related Matters. (a) The Borrower Transferor agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured PartiesPurchasers, the Bank Investors, the Administrative Agent, Agent and the Securities Intermediary Purchaser Agents harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys', accountants', rating agencies' and other third parties' fees and expenses, and any filing fees and expenses incurred by officers or employees of the Secured PartiesPurchasers, the Bank Investors, the Administrative AgentAgent and/or any of the Purchaser Agents) or intangible, documentary or the Securities Intermediary) recording taxes incurred by or on behalf of a Purchaser, any Secured PartyBank Investor, the Administrative Agent or and the Securities Intermediary Purchaser Agents (i) in connection with the negotiation, execution, delivery and preparation of this Agreement and Agreement, the other Basic Agreements Transaction Documents and any documents or instruments delivered pursuant hereto or and thereto and the transactions contemplated hereby and or thereby (including, without limitation, the perfection or protection of the Transferred Interest) whether or not the transactions contemplated hereby are consummated and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Basic AgreementsTransaction Documents, (b) arising in connection with a Purchaser's, any Bank Investor's, the Administrative Agent's, any of the Securities Intermediary, the Secured PartiesPurchaser Agents' or their respective agents' the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in the CollateralTransferred Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this AgreementAgreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. The Borrower ----------------------------------------- agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured Parties, the Administrative Agent, and the Securities Intermediary harmless against liability for the payment of, all reasonable out-out- of-pocket expenses (including, without limitation, all reasonable attorneys', accountants' and other third parties' fees and expenses, and any filing fees and expenses incurred by officers or employees of the Secured Parties, the Administrative Agent, or the Securities Intermediary) incurred by or on behalf of any Secured Party, the Administrative Agent or the Securities Intermediary (i) in connection with the negotiation, execution, delivery and preparation of this Agreement and the other Basic Agreements and any documents or instruments delivered pursuant hereto or thereto and the transactions contemplated hereby and thereby and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Basic Agreements, (b) arising in connection with the Administrative Agent's, the Securities Intermediary, the Secured Parties' or their respective agents' enforcement or preservation of rights (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in the Collateral), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement.

Other Costs, Expenses and Related Matters. The Borrower ----------------------------------------- Transferor agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured Parties, the Administrative Agent, and the Securities Intermediary Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys', accountants' accountant's and other third parties' fees and expenses, and any filing fees and expenses incurred by officers or employees of the Secured Parties, the Administrative Agent, or the Securities Intermediary) incurred by or on behalf of any Secured Party, the Administrative Agent or the Securities Intermediary (i) in connection with the negotiation, execution, delivery and preparation of this Agreement and the other Basic Agreements and any documents or instruments delivered pursuant hereto or thereto and the transactions contemplated hereby and thereby (including, without limitation, the perfection or protection of the Transferred Interest) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Basic AgreementsAgreement, (b) arising in connection with the Administrative Agent's, the Securities Intermediary, the Secured Parties' 's or their respective agents' enforcement or preservation of rights (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in the CollateralTransferred Interest under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement.Agreement (all of such amounts, collectively, "Transaction Costs"). -----------------

Other Costs, Expenses and Related Matters. (a) The Borrower Transferor agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured PartiesVFCC, the Administrative Agent, Committed Investors and the Securities Intermediary Deal Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys'' fees relating to the joint representation of VFCC, the Committed Investors and the Deal Agent, accountants' and other third parties' fees and expenses, and any filing fees and expenses incurred by officers or employees of the Secured PartiesVFCC, the Administrative Committed Investors and/or the Deal Agent) or intangible, documentary or the Securities Intermediary) recording taxes incurred by or on behalf of VFCC, any Secured Party, Committed Investor and the Administrative Deal Agent or the Securities Intermediary (i) in connection with the negotiation, execution, delivery and preparation of this Agreement and Agreement, the other Basic Agreements Transaction Documents and any documents or instruments delivered pursuant hereto or and thereto and the transactions contemplated hereby and or thereby (including, without limitation, the perfection or protection of the Transferred Interest) and (ii) from time to time (aA) relating to any amendments, waivers or consents under this Agreement and the other Basic AgreementsTransaction Documents, (bB) arising in connection with the Administrative AgentVFCC's, any Committed Investor's or the Securities Intermediary, the Secured Parties' or their respective agents' Deal Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in the CollateralTransferred Interest under this Agreement), or (cC) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement.Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs"). -----------------

Other Costs, Expenses and Related Matters. The Borrower agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured Parties, the Administrative Agent, and the Securities Intermediary harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys', accountants' and other third parties' fees and expenses, and any filing fees and expenses incurred by officers or employees of the Secured Parties, the Administrative Agent, or the Securities Intermediary) incurred by or on behalf of any Secured Party, the Administrative Agent or the Securities Intermediary (i) in connection with the negotiation, execution, delivery and preparation of this Agreement and the other Basic Agreements and any documents or instruments delivered pursuant hereto or thereto and the transactions contemplated hereby and thereby and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Basic Agreements, (b) arising in connection with the Administrative Agent's, the Securities Intermediary, the Secured Parties' or their respective agents' enforcement or preservation of rights (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in the Collateral), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement.

Other Costs, Expenses and Related Matters. (a) The Borrower Seller agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured PartiesConduit Purchasers, the Administrative AgentCommitted Purchasers, the Funding Agents and the Securities Intermediary Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys', accountants' and other third parties' fees and expenses, and any filing fees and expenses incurred by officers or employees of the Secured PartiesConduit Purchasers, the Committed Purchasers, Funding Agents and/or Administrative Agent) or intangible, documentary or the Securities Intermediary) recording taxes incurred by or on behalf of any Secured Partythe Conduit Purchasers, the Committed Purchasers, Funding Agents and Administrative Agent or the Securities Intermediary (i) in connection with the negotiation, execution, delivery and preparation of this Agreement and Agreement, the other Basic Principal Agreements and any documents or instruments delivered pursuant hereto or and thereto and the transactions contemplated hereby and or thereby and (ii) from time to time (aA) relating to any amendments, waivers or consents under this Agreement and the other Basic Principal Agreements, (bB) relating to the syndication of the facility contemplated hereby, (C) arising in connection with any Conduit Purchaser's, any Committed Purchaser's, any Funding Agent's or the Administrative Agent's, the Securities Intermediary, the Secured Parties' or their respective agents' 's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in the Collateral)rights, or (cD) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this AgreementAgreement or any of the other Principal Agreements.

Other Costs, Expenses and Related Matters. (a) The Borrower Transferor agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured Parties, the Administrative Agent, the Funding Agents and the Securities Intermediary Transferees harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys', accountants' and other third parties' fees and expenses, and any filing fees and expenses incurred by officers or employees of the Secured Parties, the Administrative Agent, the Funding Agents and the Transferees) or the Securities Intermediaryintangible, documentary or recording taxes incurred (A) incurred by or on behalf of any Secured Partythe Administrative Agent, the Administrative Agent or Funding Agents and the Securities Intermediary Transferees (i) in connection with the negotiation, execution, delivery and preparation of this Agreement and Agreement, the other Basic Agreements Transaction Documents and any documents or instruments delivered pursuant hereto or and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Transferred Interest) (it being agreed that the Transferor shall only be obligated under this clause (i) to pay the fees and thereby expenses of one law firm for the Administrative Agent and all of the Funding Agents and Transferees) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Basic AgreementsTransaction Documents, and (bB) by or on behalf of the Administrative Agent, the Funding Agents and the Transferees from time to time (i) arising in connection with the Administrative Agent's, the Securities Intermediary, the Secured Parties' or their respective agents' enforcement or preservation of the rights of the Administrative Agent, the Funding Agents and the Transferees (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in the CollateralTransferred Interest under this Agreement), or and (cii) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this AgreementAgreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Borrower Transferor agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured Parties, the Administrative Agent, the Funding Agents and the Securities Intermediary Transferees harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys'’, accountants' ’ and other third parties' ’ fees and expenses, and any filing fees, due diligence fees and or expenses incurred by officers or employees of the Secured Parties, the Administrative Agent, the Funding Agents and the Transferees) or the Securities Intermediaryintangible, documentary or recording taxes incurred (A) incurred by or on behalf of any Secured Partythe Administrative Agent, the Administrative Agent or Funding Agents and the Securities Intermediary Transferees (i) in connection with the negotiation, execution, delivery and preparation of this Agreement and Agreement, the other Basic Agreements Transaction Documents and any documents or instruments delivered pursuant hereto or and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Transferred Interest) (it being agreed that the Transferor shall only be obligated under this clause (i) to pay the fees and thereby expenses of one law firm for the Administrative Agent and all of the Funding Agents and Transferees) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Basic AgreementsTransaction Documents, and (bB) by or on behalf of the Administrative Agent, the Funding Agents and the Transferees from time to time (i) arising in connection with the Administrative Agent's, the Securities Intermediary, the Secured Parties' or their respective agents' enforcement or preservation of the rights of the Administrative Agent, the Funding Agents and the Transferees (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in the CollateralTransferred Interest under this Agreement), or and (cii) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this AgreementAgreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”).