Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents and the other agreements and documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIIIVI, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents and the other agreements and documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer Issuer, the Receivables Trust Trustee and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents and the other agreements and documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser Purchaser, the Receivables Trust Trustee and the Trustee with respect thereto and with respect to advising the Purchaser Purchaser, the Receivables Trust Trustee and the Trustee as to their rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser under pursuant to Article VIIIVIII hereof, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other documents and agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their its rights and remedies under this Agreement, and the Seller agrees to pay all costs and expenses expenses, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder. hereunder excluding, however, any costs of enforcement or collection of Transferred Receivables which are not paid on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor. (b) In addition, the Seller agrees to pay any and all stamp and or other documentary taxes or any other excise or property taxes, charges or similar levies, which arise from any payment made hereunder, and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and the Seller agrees to hold the Purchaser save each Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Seller The Borrower agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee Lender in connection with the preparation, execution and delivery of the Transaction Documents this Amendment, and the any other agreements instruments and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Lender with respect thereto and with respect to advising the Purchaser and the Trustee Lender as to their its rights and remedies under this Agreement, responsibilities hereunder and thereunder. The Borrower further agrees to pay on demand all costs and expenses expenses, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Amendment, and the any other instruments and documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section. In addition, the Seller Borrower agrees to pay on demand any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of this Agreement or the Amendment, and any other instruments and documents to be delivered hereunder, and agrees agree to hold save the Purchaser Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and feestaxes.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIIISection 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution execution, delivery and delivery administration (including periodic internal audits by the Administrator of Pool Receivables) of this Agreement, the other Transaction Documents and the other documents and agreements and documents to be delivered hereunder (and thereunderall reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel : (i) Attorney Costs for the Administrator, each Purchaser Group and the Trustee their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, each Purchaser Group and the Trustee their respective Affiliates and agents as to their rights and remedies under this AgreementAgreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including, without limitation, reasonable counsel fees and expensesincluding Attorney Costs), if any, of the Administrator, each Purchaser Group and their respective Affiliates and agents in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunderother Transaction Documents. In addition, the Seller agrees to shall pay on demand any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to hold the Purchaser save each Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser under Buyer pursuant to Article VIIIVIII hereof, the Seller Originator agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other documents and agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Buyer with respect thereto and with respect to advising the Purchaser and the Trustee Buyer as to their its rights and remedies under this Agreement, and the Originator agrees to pay all costs and expenses expenses, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder. hereunder excluding, however, any costs of enforcement or collection of Transferred Receivables. (b) In addition, the Seller Originator agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and the Originator agrees to hold the Purchaser save each Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser under pursuant to Article VIIIVIII hereof, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other documents and agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their its rights and remedies under this Agreement, and the Seller agrees to pay all costs and expenses expenses, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder. hereunder excluding, however, any costs of enforcement or collection of Transferred Receivables which are not paid on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor. (b) In addition, the Seller agrees to pay any and all stamp and or other documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder, and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and the Seller agrees to hold the Purchaser save each Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents and the other agreements and documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser under Buyer pursuant to Article VIIIVIII hereof, the Seller each Originator, jointly and severally, agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other documents and agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Buyer with respect thereto and with respect to advising the Purchaser and the Trustee Buyer as to their its rights and remedies under this Agreement, and each Originator agrees to pay all costs and expenses expenses, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder. hereunder excluding, however, any costs of enforcement or collection of Transferred Receivables. (b) In addition, the Seller each Originator agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and each Originator agrees to hold the Purchaser save each Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser and Receivables Trust under Article VIII, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer Administrative Agent, and the Indenture Trustee in connection with the preparation, execution and delivery of the Transaction Documents and the other agreements and documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser Purchaser, the Receivables Trust and the Indenture Trustee with respect thereto and with respect to advising the Purchaser Purchaser, the Receivables Trust and the Indenture Trustee as to their rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser and the Receivables Trust harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Seller The Borrower agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee Bank in connection with the preparation, execution and delivery of the Transaction Documents this Amendment, and the any other agreements instruments and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Bank with respect thereto and with respect to advising the Purchaser and the Trustee Bank as to their its rights and remedies under this Agreement, responsibilities hereunder and thereunder. The Borrower further agrees to pay on demand all costs and expenses expenses, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Amendment, and the any other instruments and documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section. In addition, the Seller Borrower agrees to pay on demand any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of this Agreement or the Amendment, and any other instruments and documents to be delivered hereunder, and agrees agree to hold save the Purchaser Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and feestaxes.

Costs, Expenses and Taxes. In addition to the limited rights of indemnification granted to the Purchaser Company under Article VIIIVII hereof, the each Seller agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee Company in connection with the negotiation, preparation, execution and delivery of of, and any amendment, supplement or other modification to, this Agreement, the other Transaction Documents and any other documents prepared in connection herewith and therewith, and the other agreements consummation and documents to be delivered hereunder administration of the transactions contemplated hereby and thereunderthereby, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Company with respect thereto and with respect to advising the Purchaser and the Trustee Company as to their its rights and remedies under this Agreement, the other Transaction Documents and any such other documents, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the other Transaction Documents and the documents to be delivered hereunderany such other documents. In addition, the each Seller agrees to pay any and all stamp and other taxes and governmental fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents Transaction Documents to be delivered hereunder, and agrees agree to hold the Purchaser Company harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser under Article VIIIpursuant to Section 4.3, the Seller Maxtor agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other documents and agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their its rights and remedies under this Agreement, and Maxtor agrees to pay all costs and expenses expenses, if any of the Purchaser and any assignee thereof (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder excluding, however, any costs of enforcement or collection of Receivables purchased by the Purchaser hereunder. . (b) In addition, the Seller Maxtor agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and Maxtor agrees to hold save the Purchaser and its assigns and transferees harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Seller each Originator agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer Purchaser and the Trustee Administrator in connection with the preparation, execution and delivery of this Agreement, the Transaction Documents Loan Agreement and the other agreements and documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Administrator with respect thereto and with respect to advising the Purchaser and the Trustee Administrator as to their rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller each Originator agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser under pursuant to Article VIIIVII hereof, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other documents and agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their its rights and remedies under this Agreement, and the Seller agrees to pay all costs and expenses expenses, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder. hereunder excluding, however, any costs of enforcement or collection of Transferred Receivables. (b) In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and the Seller agrees to hold the Purchaser save each Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.. [Purchase and Contribution Agreement]

Costs, Expenses and Taxes. (1) In addition to the rights of indemnification granted to the Purchaser under Article VIIIpursuant to Section 4.3, the Seller Maxtor agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other documents and agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their its rights and remedies under this Agreement, and Maxtor agrees to pay all costs and expenses expenses, if any of the Purchaser and any assignee thereof (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder excluding, however, any costs of enforcement or collection of Receivables purchased by the Purchaser hereunder. . (2) In addition, the Seller Maxtor agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and Maxtor agrees to hold save the Purchaser and its assigns and transferees harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the ------------------------- rights of indemnification granted to the Purchaser under pursuant to Article VIIIVIII hereof, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other documents and agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their its rights and remedies under this Agreement, and the Seller agrees to pay all costs and expenses expenses, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder. hereunder excluding, however, any costs of enforcement or collection --------- -------- of Transferred Receivables. (b) In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and the Seller agrees to hold the Purchaser save each Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents and the other agreements and documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-out- of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Seller Borrower agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee Lenders in connection with the preparation, execution execution, delivery and delivery amendment of the Transaction Documents and the other agreements and all documents to be delivered hereunder and thereundersubsequent to the Closing Date pursuant to this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Lenders with respect thereto and with respect to advising the Purchaser and the Trustee Lenders as to their its rights and remedies under this Agreement, and Borrower agrees to pay all costs and expenses of the Lenders, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunderhereunder excluding, however, any costs of enforcement or collection of any Collateral. In addition, the Seller Borrower agrees to pay any and all stamp and other taxes (other than any income or franchise or similar taxes, or any interest or penalties with respect thereto payable by any Person other than Borrower or an Affiliate thereof) and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other and any documents to be delivered hereunder, and Borrower agrees to hold indemnify the Purchaser harmless from and Lenders against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Originator and the Initial Seller agrees agree to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer Purchaser and the Trustee in connection with the preparation, execution and delivery of this Agreement, the Transaction Documents Indenture and the other agreements and documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Originator and the Initial Seller agrees agree to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Seller Originator agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer Purchaser and the Trustee Administrator in connection with the preparation, execution and delivery of this Agreement, the Transaction Documents Loan Agreement and the other agreements and documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Administrator with respect thereto and with respect to advising the Purchaser and the Trustee Administrator as to their rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller Originator agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to to, and without duplication of, the limited rights of indemnification granted to the Purchaser Issuer under Article VIIIVII hereof, the Seller agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Issuer with respect thereto and with respect to advising the Purchaser and the Trustee Issuer as to their its rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents other Transaction Documents to be delivered hereunder. In addition, the Seller agrees to pay any and all stamp and other taxes and governmental fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents Transaction Documents to be delivered hereunder, and agrees to hold the Purchaser Issuer harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser under Article VIIIARTICLE VIII hereof, the Seller agrees to pay on demand all reasonable costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution execution, delivery and delivery administration (including periodic auditing and any requested amendments, waivers or consents) of the Transaction Documents this Agreement and the other agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser Buyer (and the Trustee Collateral Agent) with respect thereto and with respect to advising the Purchaser Buyer (and the Trustee Collateral Agent) as to their its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and all costs and expenses expenses, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other agreements and documents to be delivered hereunder. . (b) In addition, the Seller agrees to shall pay any and all stamp stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other agreements and documents to be delivered hereunder, and agrees to hold indemnify the Purchaser harmless from Buyer and its assignees against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of ------------------------- indemnification granted to the Purchaser under Article VIII, the Seller Originator ------------ agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer Purchaser and the Trustee Administrator in connection with the preparation, execution and delivery of this Agreement, the Transaction Documents Loan Agreement and the other agreements and documents to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Administrator with respect thereto and with respect to advising the Purchaser and the Trustee Administrator as to their rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller Originator agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser under Article VIIIARTICLE VII hereof, the Seller Originator agrees to pay on demand all reasonable costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery (including periodic auditing and any requested amendments, waivers or consents) of the Transaction Documents this Agreement and the other agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Buyer with respect thereto and with respect to advising the Purchaser and the Trustee Buyer as to their its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and all costs and expenses expenses, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other agreements and documents to be delivered hereunder. . (b) In addition, the Seller agrees to Originator shall pay any and all stamp stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other agreements and documents to be delivered hereunder, and agrees to hold indemnify the Purchaser harmless from Buyer and its assignees against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted to the Purchaser under Article VIII, the Seller agrees (a) The Transferor shall be obligated to pay on demand to the Purchaser (i) all reasonable costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents and this Agreement, the other agreements and documents to be delivered hereunder or in connection herewith and thereunderany requested amendments, includingwaivers or consents or examination or visit by the Purchaser pursuant to Section 7.01(i), without limitation, including the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee Purchaser, with respect thereto and with respect to advising the Purchaser and the Trustee as to their its rights and remedies under this Agreement, Agreement and the other documents delivered hereunder or in connection herewith and (ii) all costs and expenses (includingexpenses, without limitation, reasonable counsel fees and expenses)if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder. hereunder or in connection herewith. (b) In addition, the Seller agrees Transferor shall be obligated to pay on demand any and all stamp stamp's and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement Agreement, the Series 2004- 1 Notes or the other documents and agreements to be delivered hereunder, hereunder and agrees to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.. ARTICLE TEN

Costs, Expenses and Taxes. In addition to the limited rights of indemnification granted to the Purchaser under Article VIIIARTICLE VII hereof, the Seller agrees Originators jointly and severally agree to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee Purchaser in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their its rights and remedies under this Agreement, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the documents to be delivered hereunder. In addition, the Seller agrees Originators jointly and severally agree to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents to be delivered hereunder, and agrees agree to hold the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser under Article VIIIpursuant to Section 4.2, the Seller agrees to pay on demand all costs and expenses of the Purchaser, the Receivables Trust, the Issuer and the Trustee in connection with the preparation, execution and delivery of the Transaction Documents this Agreement and the other documents and agreements and documents to be delivered hereunder and thereunderhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the Trustee with respect thereto and with respect to advising the Purchaser and the Trustee as to their its rights and remedies under this Agreement, and the Seller agrees to pay all costs and expenses expenses, if any (including, without limitation, including reasonable counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder excluding, 35 39 however, any costs of enforcement or collection of Receivables purchased by the Purchaser hereunder. . (b) In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and the Seller agrees to hold save the Purchaser and its assigns and transferees harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting omission to pay such taxes and fees.