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

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding 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 Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the Funding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this 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 Transferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this 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 Agents' enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs"). All Transaction Costs owed by the Transferor pursuant to this subsection 2.23(a) shall be payable in accordance with Sections 2.05 and 2.06.

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent 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 Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the Funding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this 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 Transferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this 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 Agents' enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs"). All Transaction Costs owed by the Transferor pursuant to this subsection 2.23(a) shall be payable in accordance with Sections Section 2.05 and 2.06.

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent Indemnified Parties 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 any of the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the Funding AgentsIndemnified Parties) or intangible, documentary or recording taxes incurred by or on behalf of any of the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents Indemnified Parties (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and or thereto and the transactions contemplated hereby 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, any Asset Purchase Agreement and the other Transaction Documents, (Bb) arising in connection with any of the Administrative Agent's, the CP Conduit Purchasers', the Committed Purchasers' or the Funding AgentsIndemnified Parties' enforcement or preservation of rights under the Transaction Documents (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (Cc) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, -109- 115 "Transaction Costs"). All Transaction Costs owed Any demand for indemnification for any Taxes or other amounts by the Transferor any Indemnified Party pursuant to this subsection 2.23(aSection 8.4 shall be made by delivery of a certificate from the Indemnified Party to the Transferor and the Agent setting forth the amount and the calculation of the Indemnified Amount (in reasonable detail, which calculation shall be conclusive and binding absent manifest error) and the nature of such claim. Any such amounts shall be payable within ten (10) days after such Indemnified Party's demand therefor. Notwithstanding anything contained in accordance with Sections 2.05 and 2.06this Section 8.4(a) to the contrary, no Indemnified Party shall have any right to indemnification for any of the amounts described herein in respect of which no demand shall have been made to the Transferor for indemnification therefor within 180 days after such Indemnified Party shall have acquired actual knowledge of its incurrence thereof.

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Administrative Agent, the CP Conduit Initial Purchasers, the Committed Purchasers Liberty APA Banks, the PARCO APA Banks and each Funding 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 Administrative Agent, the CP Conduit Initial Purchasers, the Committed Purchasers Liberty APA Banks, the PARCO APA Banks and/or the a Funding AgentsAgent) or intangible, documentary or recording taxes incurred by or on behalf of the Administrative Agent, the CP Conduit Initial Purchasers, the Committed Purchasers Liberty APA Banks, any PARCO APA Bank and the a Funding Agents Agent (i) in connection with the negotiation, execution, delivery and preparation of this 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 Transferred Interest) and (ii) from time to time upon receipt of prior written notice thereof from the Administrative Agent, a Funding Agent, the Initial Purchasers, the Liberty APA Banks, or the PARCO APA Banks, as applicable (Aa) relating to any amendments, waivers or consents under this Agreement, any Asset Purchase Agreement and the other Transaction Documents, (Bb) arising in connection with the Administrative Agent's, the CP Conduit Initial Purchasers', the Committed Purchasersany Liberty APA Banks' or the any PARCO APA Bank's or a Funding Agents' Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (Cc) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs"). All Transaction Costs owed by the Transferor pursuant to this subsection 2.23(a7.4(a) shall be payable in accordance with Sections 2.05 Section 2.5 and 2.062.6, shall be subject to the maximum amount set forth in the engagement letter between C&A and Chase Securities Inc. and shall be Transferor Subordinated Obligations.

Other Costs, Expenses and Related Matters. (a) The Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Administrative Agent, the CP Conduit Initial Purchasers, the Committed Purchasers Funding Agents, the Fairway APA Banks, the PARCO APA Banks and each Funding Agent the Successor Servicer 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 Administrative Agent, the CP Conduit Initial Purchasers, the Committed Purchasers Fairway APA Banks, the PARCO APA Banks, the Successor Servicer and/or the Funding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Administrative Agent, the CP Conduit Purchasersany Initial Purchaser, any Fairway APA Bank, any PARCO APA Bank, the Committed Purchasers Successor Servicer and the any Funding Agents Agent (i) in connection with the negotiation, execution, delivery and preparation of this 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 Transferred Interest) and (ii) from time to time upon receipt of prior written notice thereof from the Administrative Agent, any Initial Purchaser, any Funding Agent, the Successor Servicer, any PARCO APA Bank or any Fairway APA Bank, as applicable (Aa) relating to any amendments, waivers or consents under this Agreement, any Asset Purchase Agreement and the other Transaction Documents, or (Bb) arising in connection with the Administrative Agent's, the CP Conduit Purchasers'any Initial Purchaser's, any Fairway APA Bank's, any PARCO APA Bank's, the Committed Purchasers' Successor Servicer's or the any Funding Agents' Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the Transferred Interest under this Agreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, "Transaction Costs"). All Transaction Costs owed by the Transferor pursuant to this subsection 2.23(aSection 7.4(a) shall be payable in accordance with Sections 2.05 Section 2.5 and 2.062.6 and shall be Transferor Subordinated Obligations.