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

Other Costs, Expenses and Related Matters. (a) The Debtor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save 89 95 the Company, the Bank Investors and the 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 Company, the Bank Investors and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the 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 security interest in the Affected Assets) (in the case of this clause (i), such attorneys' fees and expenses incurred by or on behalf of the Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXX) 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 the Company's, any Bank Investor's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the security interest in the Affected Assets 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, except to the extent resulting from the gross negligence or willful misconduct of the Company, such Bank Investor or the Agent (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Debtor Seller agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save 89 95 the Company, the Bank Investors each Owner and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys', accountants' accountant's and other third parties' fees and expenses, any rating agency fees, any filing fees and expenses incurred by officers or employees of each Owner and the CompanyAdministrative Agent, but excluding salaries and similar overhead costs of each Owner and the Bank Investors and/or Administrative Agent which are incurred notwithstanding the Agentexecution and performance of this Agreement) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor Owner and the Administrative Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Transfer Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby by or thereby undertaken pursuant to or in connection herewith or therewith (including, without limitation, the perfection or protection of the security interest in the Affected Assets) (in the case of this clause (i), such attorneys' fees and expenses incurred by or on behalf of the Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXXEligible Loans) and (ii) from time to time (a) relating to any requested amendments, waivers or consents under this Agreement and the other Transaction DocumentsTransfer Documents requested by the Seller, (b) arising in connection with the Company's, any Bank Investor's, Owners' or the Administrative Agent's or the Collateral Agent's their enforcement or preservation of their respective rights (including, without limitation, the perfection and protection of the security interest in Eligible Loans) under the Affected Assets under this Agreement)Transfer Documents, or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Transfer Documents, except to the extent resulting which audit, dispute, disagreement, litigation or preparation for litigation directly results from the gross negligence Seller's failure to comply with the Seller's obligations (as Seller or willful misconduct of Servicer) under the Company, such Bank Investor or the Agent Transfer Documents (all of such amounts, collectively, the "Transaction Costs").. ARTICLE XIII

Other Costs, Expenses and Related Matters. (a) The Debtor Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save 89 95 the Company, the Bank Investors Administrative Agent and the Agent Purchasers 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 Company, the Bank Investors Administrative Agent and/or the AgentPurchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor Administrative Agent and the Agent Purchasers (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 security interest in the Affected Assets) (in the case of this clause (i), such attorneys' fees and expenses incurred by or on behalf of the Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXXTransferred Interest) and (ii) from time to time (aA) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (bB) arising in connection with the Company's, any Bank Investor's, the Administrative Agent's ’s or the Collateral Agent's Purchasers’ enforcement or preservation of rights (including, without limitation, the perfection and protection of the security interest in the Affected Assets 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, except to the extent resulting from the gross negligence or willful misconduct of the Company, such Bank Investor or the Agent 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 Section 2.05 and 2.06.

Other Costs, Expenses and Related Matters. (a) The Debtor Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save 89 95 the Company, the Bank Investors Administrative Agent and the Agent Purchasers 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 Company, the Bank Investors Administrative Agent and/or the AgentPurchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Company, Administrative Agent or any Bank Investor and of the Agent Purchasers (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 security interest in the Affected Assets) (in the case of this clause (i), such attorneys' fees and expenses incurred by or on behalf of the Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXXTransferred Interest) and (ii) from time to time (aA) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (bB) arising in connection with the CompanyAdministrative Agent's, or any Bank Investor's, the Agent's or the Collateral Agent's Purchasers' enforcement or preservation of rights (including, without limitation, the perfection and protection of the security interest in the Affected Assets 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, except to the extent resulting from the gross negligence or willful misconduct of the Company, such Bank Investor or the Agent 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 Section 2.05 and 2.06.

Other Costs, Expenses and Related Matters. (a) The Debtor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save 89 95 the Company, the Bank Investors and the 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 Company, the Bank Investors and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor and the Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the Guaranty and Security 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 security interest in the Affected AssetsCollateral ) (in the case of this clause (i), such attorneys' fees and expenses incurred by or on behalf of the Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXX) 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 the Company's, any Bank Investor's, the Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the security interest in the Affected Assets Collateral under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement 67 Agreement, the Guaranty and Security Agreement, or any of the other Transaction Documents, except to the extent resulting from the gross negligence or willful misconduct of the Company, such Bank Investor or the Agent (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Debtor Seller agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save 89 95 the Company, the Bank Investors each Owner and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys'’, accountants' accountant’s and other third parties' ’ fees and expenses, any rating agency fees, any filing fees and expenses incurred by officers or employees of each Owner and the CompanyAdministrative Agent, but excluding salaries and similar overhead costs of each Owner and the Bank Investors and/or Administrative Agent which are incurred notwithstanding the Agentexecution and performance of this Agreement) or intangible, documentary or recording taxes incurred by or on behalf of the Company, any Bank Investor Owner and the Administrative Agent (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Transfer Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby by or thereby undertaken pursuant to or in connection herewith or therewith (including, without limitation, the perfection or protection of the security interest in the Affected Assets) (in the case of this clause (i), such attorneys' fees and expenses incurred by or on behalf of the Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXXEligible Loans) and (ii) from time to time (a) relating to any requested amendments, waivers or consents under this Agreement and the other Transaction DocumentsTransfer Documents requested by the Seller, (b) arising in connection with the Company's, any Bank Investor's, the Agent's Owners’ or the Collateral Administrative Agent's ’s or their enforcement or preservation of their respective rights (including, without limitation, the perfection and protection of the security interest in Eligible Loans) under the Affected Assets under this Agreement)Transfer Documents, or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Transfer Documents, except to the extent resulting which audit, dispute, disagreement, litigation or preparation for litigation directly results from the gross negligence Seller’s failure to comply with the Seller’s obligations (as Seller or willful misconduct of Servicer) under the Company, such Bank Investor or the Agent Transfer Documents (all of such amounts, collectively, "the “Transaction Costs"”).

Other Costs, Expenses and Related Matters. (a) The Debtor Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save 89 95 the CompanyVFCC, the Bank Committed Investors and the Deal Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, 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, any filing fees and expenses incurred by officers or employees of the CompanyVFCC, the Bank Committed Investors and/or the Deal Agent) or intangible, documentary or recording taxes incurred by or on behalf of the CompanyVFCC, any Bank Committed Investor and the Deal 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 security interest in the Affected Assets) (in the case of this clause (i), such attorneys' fees and expenses incurred by or on behalf of the Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXXTransferred Interest) and (ii) from time to time (aA) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (bB) arising in connection with the CompanyVFCC's, any Bank Committed Investor's, the Agent's or the Collateral Deal Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the security interest in the Affected Assets 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, except to the extent resulting from the gross negligence or willful misconduct of the Company, such Bank Investor or the Agent Documents (all of such amounts, collectively, "Transaction Costs").

Other Costs, Expenses and Related Matters. (a) The Debtor Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save 89 95 the Company, the Bank Investors Investors, Sheffield and the 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 Company, the Bank Investors Investors, Sheffield and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Company, Sheffield, any Bank Investor and the 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 security interest in the Affected Assets) (in the case of this clause (i), such attorneys' fees and expenses incurred by or on behalf of the Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXXTransferred 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 the Company's, Sheffield's, any Bank Investor's, the 113 Agent's or the Collateral Agent's enforcement or preservation of rights (including, without limitation, the perfection and protection of the security interest in the Affected Assets 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, except to the extent resulting from the gross negligence or willful misconduct of the Company, such Bank Investor or the Agent Documents (all of such amounts, collectively, "Transaction Costs")) provided that any of the foregoing Transaction Costs arising in connection with the closing of the transaction contemplated hereby shall be payable by WorldCom.

Other Costs, Expenses and Related Matters. (a) The Debtor Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save 89 95 the CompanyAdministrative Agent, the Bank Investors Funding Agents and the Agent Transferees 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 CompanyAdministrative Agent, the Bank Investors and/or Funding Agents and the AgentTransferees) or intangible, documentary or recording taxes incurred (A) by or on behalf of the CompanyAdministrative Agent, any Bank Investor the Funding Agents and the Agent Transferees (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 security interest in the Affected AssetsTransferred Interest) (in it being agreed that the case of Transferor shall only be obligated under this clause (i), such attorneys' ) to pay the fees and expenses incurred by or on behalf of one law firm for the Administrative Agent and all of the Agent, the Company or the Bank Investors shall be limited to those of Skadden, Arps, Slate, Meagxxx & Xlom XXX66 Funding Agents and Transferees) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction 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 Company's, any Bank Investor's, the Agent's or the Collateral Agent's 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 security interest in the Affected Assets Transferred Interest under this Agreement), or and (cii) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents, except to the extent resulting from the gross negligence or willful misconduct of the Company, such Bank Investor or the Agent Documents (all of such amounts, collectively, "“Transaction Costs"”).