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 Lenders and the Agents harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses (it being understood that each of the Facility Agent, the Lenders and the Administrators shall be represented by Xxxxxxx and Xxxxxx, LLP and the SPV shall only be required to pay the fees and expenses of Xxxxxxx and Xxxxxx, LLP, unless there shall exist a conflict of interest that shall prevent Xxxxxxx and Xxxxxx, LLP from representing all such parties, in which case the SPV shall be required to pay the reasonable fees and expenses of the attorney representing each of such parties), accountants’ fees and expenses and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employee of any Lender and/or the Agents) or intangible, documentary or recording taxes incurred by or on behalf of the any Lender or the Agents (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 Affected Assets) 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 Lender’s, or the Agents’ enforcement or preservation of rights (including the perfection and protection of Lender’s security interest in the Affected Assets under this Agreement), or (C) arising in connection with any audit (provided, however, that the obligations of the SPV hereunder shall be limited as set forth in Section 5.1(d)), 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 Lenders Investors, the Agent, each Managing Agent and the Agents each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses (it being understood that each of the Facility Agent, the Lenders and the Administrators shall be represented by Xxxxxxx and Xxxxxx, LLP and the SPV shall only be required to pay the fees and expenses of Xxxxxxx and Xxxxxx, LLP, unless there shall exist a conflict of interest that shall prevent Xxxxxxx and Xxxxxx, LLP from representing all such parties, in which case the SPV shall be required to pay the reasonable fees and expenses of the attorney representing each of such parties)’, accountants’ fees and expenses and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employee employees of any Lender and/or Investor, the AgentsAgent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, the Agent, any Lender Managing Agent or the Agents 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 Affected AssetsAsset Interest) 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 Lenderthe Agent’s, any Investor’s or the Agents’ any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of Lender’s security interest in the Affected Assets Asset Interest under this Agreement), or (C) arising in connection with any audit (provided, however, that the obligations of the SPV hereunder shall be limited as set forth in Section 5.1(d))audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents Documents; 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 (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 the Lenders and the Agents harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses (it being understood that in connection with the initial closing of this Agreement and the negotiation and execution of the Transaction Documents on the Closing Date that each of the Facility Agent, the Lenders and the Administrators shall be represented by Xxxxxxx and Xxxxxx, LLP a single counsel and the SPV shall only be required to pay the fees and expenses of Xxxxxxx and Xxxxxx, LLP, unless there shall exist a conflict of interest that shall prevent Xxxxxxx and Xxxxxx, LLP from representing all such parties, in which case the SPV shall be required to pay the reasonable fees and expenses of the attorney representing each of such partiessingle counsel), accountants’ fees and expenses and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employee of any Lender and/or the Agents) or intangible, documentary or recording taxes incurred by or on behalf of the any Lender or the Agents (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 Affected Assets) 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 Lender’s, or the Agents’ enforcement or preservation of rights (including the perfection and protection of Lender’s security interest in the Affected Assets under this Agreement), or (C) arising in connection with any audit (provided, however, that the obligations of the SPV hereunder shall be limited as set forth in Section 5.1(d)), 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, Seller agrees upon receipt of a written invoice, to pay or cause to be paidpaid (to the Collection Account), and to save the Lenders Purchasers, the Administrative Agent and the Agents Insurer harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses (it being understood that each of the Facility Agent, the Lenders and the Administrators shall be represented by Xxxxxxx and Xxxxxx, LLP and the SPV shall only be required to pay the fees and expenses of Xxxxxxx and Xxxxxx, LLP, unless there shall exist a conflict of interest that shall prevent Xxxxxxx and Xxxxxx, LLP from representing all such parties, in which case the SPV shall be required to pay the reasonable fees and expenses of the attorney representing each of such parties)’, accountants’ fees and expenses and other third parties’ fees and expenses, any filing fees and expenses (including without limitation, due diligence expenses) incurred by officers or employee employees of any Lender Purchaser and/or the AgentsAdministrative Agent and/or the Insurer) or intangible, documentary or recording taxes incurred by or on behalf of the any Lender Purchaser or the Agents 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 Affected AssetsAsset Interest) 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 Lenderof the Purchaser’s, the Administrative Agent’s or the Agents’ Insurer’s enforcement or preservation of rights (including including, without limitation, the perfection perfection, protection or maintenance of value (after the occurrence of a Servicer Default) of the Asset Interest and protection of Lender’s security interest other actions described in the Affected Assets under this AgreementSection 6.1(n), in each case, to the extent that the Servicer has failed to perform such actions) or (C) arising in connection with any audit (provided, however, that the obligations of the SPV hereunder shall be limited as set forth in Section 5.1(d))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”; it being understood that any Transaction Costs paid by the Seller for the protection or maintenance of value (after the occurrence of a Servicer Default) of the Asset Interest shall be deemed to be Permissible Servicer Expenses for all purposes of this Agreement, and such Transaction Costs shall be entitled to be reimbursed from any related Recovery Proceeds or pursuant to clause (viii) of Section 2.12).