Common use of Other Costs and Expenses; Breakage Costs Clause in Contracts

Other Costs and Expenses; Breakage Costs. (a) The SPV agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors, the Funding Agents and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’, rating agencies’, and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, any Funding Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, any Funding Agent’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”).

Other Costs and Expenses; Breakage Costs. (a) The SPV agreesand the Servicer agree, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors, the Funding Agents Investors and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’, rating agencies’, ’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, any Funding Agent Investor or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, any Funding the Collateral Agent’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”).

Other Costs and Expenses; Breakage Costs. (a) The SPV agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors, the Funding Agents and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’, rating agencies’, and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, any Funding Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, any Funding Agent’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”).

Other Costs and Expenses; Breakage Costs. (a) The SPV agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors, the Funding Agents Agent, each Managing Agent and the Administrative Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’Xxxxx Xxxxx LLP’s, accountants’, any rating agencies’, or any other single law firm’s, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Administrative Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, the Agent, any Funding Managing Agent or the Administrative Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investorthe Agent’s, any Funding AgentInvestor’s or the Administrative any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset 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”).

Other Costs and Expenses; Breakage Costs. (a) The SPV To the fullest extent permitted by applicable law, the Transferor agrees, upon on the next succeeding Distribution Date after receipt of a written invoice, to pay or cause to be paid, and to save the Investors, the Funding Agents and the Administrative Agent each Investor harmless against liability for the payment of, all reasonable out-of-out of pocket expenses (including attorneys’, accountants’, rating agencies’, and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any the Investor and/or and fees and expenses of the Administrative AgentInvestor with respect to one audit per year; provided, however, that upon the occurrence of an Early Redemption Event, the Investors shall be reimbursed by the Transferor for reasonable fees and expenses incurred in connection with an unlimited number of audits) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, any Funding Agent or the Administrative Agent Investor (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master ServicerOffered Notes) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, or (B) arising in connection with any an Investor’s, any Funding Agent’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any dispute, disagreement, litigation or preparation for litigation involving this Agreement or in any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”)Documents.

Other Costs and Expenses; Breakage Costs. (a) The SPV agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors, the Funding Agents Agent and the Administrative each Managing Agent harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’Xxxxxxx and Xxxxxx LLP’s and XxXxxxxx Xxxxxxxx LLP’s, or any other single U.S. and single Canadian law firm’s, accountants’, rating agencies’, agency’s and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Administrative Agent and each Managing Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, the Agent and any Funding Agent or the Administrative Managing Agent (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master ServicerPortfolio) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investorthe Agent’s, any Funding Investor’s or any Managing Agent’s reasonable review or analysis of its legal rights and duties under the Administrative Agent’s Transaction Documents or enforcement or preservation of such rights (including the perfection and protection of the Asset Interest Portfolio 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 as reasonably necessary for the enforcement or preservation of such amountsAgent’s, collectively, “any Investor’s or any Managing Agent’s legal rights under the Transaction Costs”)Documents.

Other Costs and Expenses; Breakage Costs. (a) The SPV agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors, the Funding Agents Agent, each Managing Agent and the Administrative Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’, accountants’, rating agencies’, ’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Administrative Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, the Agent, any Funding Managing Agent or the Administrative Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investorthe Agent’s, any Funding AgentInvestor’s or the Administrative any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset 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”); provided that, except in the case of any enforcement action, the SPV shall not be required to reimburse the legal fees, expenses or other charges of more than one outside counsel (in addition to such special counsel and local counsel in each applicable local jurisdiction as shall be reasonably deemed necessary by the Agent), which counsel shall be selected jointly by the Agent, each Managing Agent or any Administrator, unless, in the reasonable opinion of any Investor, the Agent, any Managing Agent or any Administrator, representation of all such Persons by the same counsel would be inappropriate due to the existence of an actual or potential conflict of interest or impairs any defense of such indemnified Person.

Other Costs and Expenses; Breakage Costs. (a) The SPV ---------------------------------------- agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors, the Funding Agents and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’', accountants’, rating agencies’, ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, any Funding Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ ' fees and expenses, in the case of this clause (i) shall be limited to Dechert LLPDechert, Stikeman and Elliot and Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer& Austin) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s's, any Funding Agent’s 's, the Collateral Agent's or the Administrative Agent’s 's enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “"Transaction Costs”").. -----------------

Other Costs and Expenses; Breakage Costs. (a) The SPV agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors, the Funding Agents Agent, each Managing Agent and the Administrative Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’Xxxxx Xxxxx LLP’s, any rating agency’s, or any other single law firm’s, accountants’, rating agencies’, ’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Administrative Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, the Agent, any Funding Managing Agent or the Administrative Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investorthe Agent’s, any Funding AgentInvestor’s or the Administrative any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset 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”).

Other Costs and Expenses; Breakage Costs. (a) The SPV Borrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the InvestorsLender, the Funding Agents Bank Investors and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’, accountants’, rating agencies’, and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Lender, any Bank Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any InvestorLender, any Funding Agent Bank Investor or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery of this Loan Agreement, the other Transaction Operative Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master ServicerCollateral) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Loan Agreement and the other Transaction Operative Documents, (B) arising in connection with any Investorthe Lender’s, any Funding AgentBank Investor’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest Collateral under the CTA Agreement and this Loan Agreement), ) or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Loan Agreement or any of the other Transaction Operative Documents (all of such amounts, collectively, “Transaction Costs”).

Other Costs and Expenses; Breakage Costs. (a) The SPV Borrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the InvestorsLender, the Funding Agents Bank Investors and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’, accountants’, rating agencies’, and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Lender, any Bank Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any InvestorLender, any Funding Agent Bank Investor or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery of this Loan Agreement, the other Transaction Operative Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master ServicerCollateral) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Loan Agreement and the other Transaction Operative Documents, (B) arising in connection with any Investor’sthe Lender's, any Funding Agent’s Bank Investor's or the Administrative Agent’s 's enforcement or preservation of rights (including the perfection and protection of the Asset Interest Collateral under the CCA Agreement and this Loan Agreement), ) or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Loan Agreement or any of the other Transaction Operative Documents (all of such amounts, collectively, “"Transaction Costs”").

Other Costs and Expenses; Breakage Costs. (a) The SPV Borrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Lenders, the Surety Provider, the Bank Investors, the Funding Managing Agents and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’, accountants’, rating agencies’, and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor Lender, any Bank Investor, any Managing Agent and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Lender, any Bank Investor, any Funding Managing Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery of this Loan Agreement, the other Transaction Operative Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master ServicerCollateral) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Loan Agreement and the other Transaction Operative Documents, (B) arising in connection with any Lender’s, any Bank Investor’s, any Funding Managing Agent’s, the Surety Provider’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest Collateral under the CCA Agreement and this Loan Agreement), ) or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Loan Agreement or any of the other Transaction Operative Documents (all of such amounts, collectively, “Transaction Costs”).

Other Costs and Expenses; Breakage Costs. (a) The SPV Seller agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors, the Funding Group Agents and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’, rating agencies’, ’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor Investor, any Group Agent and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, any Funding Group Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ ); provided that the fees and expenses, expenses incurred by the Agent and Deutsche Bank in respect of attorney’s fees and expenses and paid or reimbursed by the case of Seller pursuant to this clause (i) shall be limited subject to Dechert LLPthe limitations on such amounts set forth in Section 3(b) of the Engagement Letter, Sidley Austin LLP or any other attorneys’ fees dated as of March 20, 2003, between the Agent and expenses of an attorney approved in advance by the Master Servicer) United Rentals and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, any Funding Group Agent’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset 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”).

Other Costs and Expenses; Breakage Costs. (a) The SPV Borrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Lenders, the Surety Provider, the Bank Investors, the Funding Managing Agents and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’, accountants’, rating agencies’, and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor Lender, any Bank Investor, any Managing Agent and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Lender, any Bank Investor, any Funding Managing Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery of this Loan Agreement, the other Transaction Operative Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master ServicerCollateral) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Loan Agreement and the other Transaction Operative Documents, (B) arising in connection with any Lender’s, any Bank Investor’s, any Funding Managing Agent’s, the Surety Provider’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest Collateral under the CTA Agreement and this Loan Agreement), ) or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Loan Agreement or any of the other Transaction Operative Documents (all of such amounts, collectively, “Transaction Costs”).

Other Costs and Expenses; Breakage Costs. (a) The SPV agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors, the Funding Agents Agent, each Managing Agent and the Administrative Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’Xxxxx Xxxxx LLP’s, or any other single law firm’s, accountants’, rating agencies’, ’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Administrative Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor, the Agent, any Funding Managing Agent or the Administrative Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery 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 the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investorthe Agent’s, any Funding AgentInvestor’s or the Administrative any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset 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”).