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. The Borrower Seller agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured Parties, each Owner and 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 rating agency fees, any filing fees and expenses incurred by officers or employees of the Secured Parties, each Owner and the Administrative Agent, or but excluding salaries and similar overhead costs of each Owner and the Securities IntermediaryAdministrative Agent which are incurred notwithstanding the execution and performance of this Agreement) incurred by or on behalf of any Secured Party, Owner and 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 Transfer Documents and the transactions contemplated hereby and thereby by or undertaken pursuant to or in connection herewith or therewith (including, without limitation, the perfection or protection of the Eligible Loans) and (ii) from time to time (a) relating to any requested amendments, waivers or consents under this Agreement and the other Basic AgreementsTransfer Documents requested by the Seller, (b) arising in connection with the Owners' or the Administrative Agent's, the Securities Intermediary, the Secured Parties' 's or their respective agents' enforcement or preservation of their respective rights (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in Eligible Loans) under the Collateral)Transfer Documents, or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement.the Transfer Documents, which audit, dispute, disagreement, litigation or preparation for litigation directly results from the Seller's failure to comply with the Seller's obligations (as Seller or Servicer) under the Transfer Documents (collectively, the "Transaction Costs"). ARTICLE XIII

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. The Borrower Seller agrees, ----------------------------------------- upon receipt of a written invoice, to pay or cause to be paid, and to save the Secured Parties, each Owner and 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 rating agency fees, any filing fees and expenses incurred by officers or employees of the Secured Parties, each Owner and the Administrative Agent, or but excluding salaries and similar overhead costs of each Owner and the Securities IntermediaryAdministrative Agent which are incurred notwithstanding the execution and performance of this Agreement) incurred by or on behalf of any Secured Party, Owner and 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 Transfer Documents and the transactions contemplated hereby and thereby by or undertaken pursuant to or in connection herewith or therewith (including, without limitation, the perfection or protection of the Eligible Loans) and (ii) from time to time (a) relating to any requested amendments, waivers or consents under this Agreement and the other Basic AgreementsTransfer Documents requested by the Seller, (b) arising in connection with the Owners’ or the Administrative Agent's, the Securities Intermediary, the Secured Parties' ’s or their respective agents' enforcement or preservation of their respective rights (including, without limitation, the perfection and protection of the Administrative Agent's first priority security interest in Eligible Loans) under the Collateral)Transfer Documents, or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreementthe Transfer Documents, which audit, dispute, disagreement, litigation or preparation for litigation directly results from the Seller’s failure to comply with the Seller’s obligations (as Seller or Servicer) under the Transfer Documents (collectively, the “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. 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.