Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties its obligations under Article ElevenXII, the Borrower Seller agrees to pay on demand all demand: (a) All reasonable costs and expenses incurred by or on behalf of each Administrative Agent, each Liquidity Provider, each Enhancement Provider, each Purchaser, each Purchaser Agent and each other Affected Party in connection with: (i) the Secured Partiesnegotiation, the Backup Servicer preparation, execution and delivery of this Agreement and the Account Bank other Transaction Documents and any amendment of or consent or waiver under any of the Transaction Documents (whether or not consummated), or the enforcement of, or any actual or reasonably claimed breach of, this Agreement or any of the other Transaction Documents, including reasonable accountants’, auditors’, Rating Agencies’, consultants’ and attorneys’ fees and expenses to any of such Persons and the fees and charges of any independent accountants, auditors, Rating Agencies, consultants or other agents incurred in connection with any of the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder foregoing or in connection herewith, including the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities Persons as to their respective rights and remedies under this Agreement and any of the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities Transaction Documents in connection with any of the enforcement foregoing; and (ii) the administration (including periodic auditing as provided for herein) of this Agreement and the other documents to be delivered hereunder or Transaction Documents and the transactions contemplated thereby, including all reasonable expenses and accountants’, consultants’ and attorneys’ fees incurred in connection herewith.with the administration and maintenance of this Agreement and the other Transaction Documents and the transactions contemplated thereby; and (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes similar Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and or the other Basic Transaction Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower Nordson agrees to pay on demand all reasonable costs and expenses of each Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the Secured Partiespreparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the Backup Servicer collection and disbursement of all funds hereunder and the Account Bank incurred other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, of the other Basic Loan Documents and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including and (c) the reasonable fees and disbursements out-of-pocket expenses of special counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithforegoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Each Borrower also agrees to pay on demand all costs and expensesexpenses of Agent and the Banks, if any (including reasonable counsel fees and expenses)attorneys’ fees, incurred by such entities in connection with the restructuring or enforcement of the Debt owing by such Borrower, this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxesany Related Writing. In addition, the Each Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the executionexecution and delivery of the Loan Documents to which such Borrower is a party, delivery, filing and recording of this Agreement and the other Basic Documents, the other instruments and documents to be delivered hereunder hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement omission to pay such taxes or other similar support to a Lender fees. All obligations provided for in connection with this Agreement or the funding or maintenance Section 10.05 shall survive any termination of the Loan hereunderthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank Securities Intermediary incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements of counsel for the Administrative Agent, each Agent, the Secured Parties, the Backup Servicer and the Account Bank Securities Intermediary with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article ElevenSection 3.1 hereof, the Borrower agrees Sellers, jointly and severally, agree to pay on demand pay, upon demand, all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank incurred in connection with the preparation, execution, delivery and administration (including auditing Receivables prior to the Closing Date, periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, auditing of Receivables and the servicing thereof from and after the Closing Date) of this Agreement, Agreement and the other Basic Transaction Documents, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement and the other Transaction Documents and the other documents to be delivered hereunder waiving of any provisions hereof or thereof (whether or not any such amendment, amendment and restatement, modification, supplement or waiver becomes effective), and including in connection herewithall cases, including without limitation, Attorney Costs for the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer Purchaser and the Account Bank their respective Affiliates and agents with respect thereto and with respect to advising such entities the Agent, the Purchaser and their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithTransaction Documents, and all costs and expenses, if any (including reasonable counsel fees and expensesAttorney Costs), incurred by such entities of the Agent, the Purchaser and their respective Affiliates and agents, in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewithTransaction Documents. (b) Other than with respect to Excluded TaxesIn addition, the Borrower Sellers, jointly and severally, shall pay on demand any and all stamp, sales, excise stamp and other taxes Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and or the other Basic Transaction Documents, the other documents and agree to be delivered hereunder save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderpay such Taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the Secured Partiespreparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the Backup Servicer collection and disbursement of all funds hereunder and the Account Bank incurred other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, of the other Basic Loan Documents and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including and (c) the reasonable fees and disbursements out-of-pocket expenses of special counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithforegoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expensesexpenses of Agent and the Banks, if any (including reasonable counsel fees and expenses)attorneys’ fees, incurred by such entities in connection with the restructuring or enforcement of the Debt owing by Borrower, this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxesany Related Writing. In addition, the Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the executionexecution and delivery of the Loan Documents to which Borrower is a party, delivery, filing and recording of this Agreement and the other Basic Documents, the other instruments and documents to be delivered hereunder hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement omission to pay such taxes or other similar support to a Lender fees. All obligations provided for in connection with this Agreement or the funding or maintenance Section 10.05 shall survive any termination of the Loan hereunderthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and Servicer, the Account Bank and the Image File Custodian incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer and Servicer, the Account Bank and the Image File Custodian with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Each Borrower agrees to pay on demand demand, jointly and severally, all reasonable and documented out-of-pocket costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank incurred Agent (including Attorney Costs) in connection with the preparation, execution, syndication, delivery and administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, of this Agreement, the other Basic Loan Documents and the all other documents provided for herein or delivered or to be delivered hereunder or in connection herewithherewith (including any amendment, supplement or waiver to any Loan Document), and all reasonable out-of-pocket costs and expenses (including Attorney Costs) incurred by the reasonable fees Agent and disbursements each Lender after an Event of counsel for each AgentDefault in connection with the enforcement of this Agreement, the Secured Partiesother Loan Documents or any such other documents. In addition, each Borrower agrees to pay, jointly and severally, and to save the Agent and the Lenders harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the Backup Servicer borrowings hereunder, the issuance of the Notes or the execution and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the delivery of any other documents Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith, herewith and all costs and expenses, if (b) any (including reasonable counsel fees and expenses), incurred by such entities of any Borrower's auditors in connection with any reasonable exercise by the enforcement of this Agreement Agent and the other documents Lenders of their rights pursuant to be delivered hereunder or in connection herewithSection 11. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys' fees and expenses, of Agent in connection with the Secured Partiespreparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the Backup Servicer collection and disbursement of all funds hereunder and the Account Bank incurred other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, of the other Basic Loan Documents and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including and (c) the reasonable fees and disbursements out-of-pocket expenses of special counsel for each Agentthe Banks, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithforegoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expensesexpenses of Agent and the Banks, if any (including reasonable counsel fees and expenses)attorneys' fees, incurred by such entities in connection with the restructuring or enforcement of the Debt, this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxesany Related Writing. In addition, the Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the executionexecution and delivery of the Loan Documents, delivery, filing and recording of this Agreement and the other Basic Documents, the other instruments and documents to be delivered hereunder hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement omission to pay such taxes or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to consultants’ and attorneys’ fees and expenses, of Agent in connection with the Secured Partiespreparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the Backup Servicer collection and disbursement of all funds hereunder and the Account Bank incurred other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, of the other Basic Loan Documents and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including and (c) the reasonable fees and disbursements out-of-pocket expenses of special counsel for each Agentthe Banks, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithforegoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expensesexpenses of Agent and the Banks, if any (including reasonable counsel fees and expenses)attorneys’ fees, incurred by such entities in connection with the restructuring or enforcement of the Debt, this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxesany Related Writing. In addition, the Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes Taxes and fees payable or determined to be payable in connection with the executionexecution and delivery of the Loan Documents, delivery, filing and recording of this Agreement and the other Basic Documents, the other instruments and documents to be delivered hereunder hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement omission to pay such Taxes or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, including, but not limited to, (a) reasonable syndication, administration, travel and out-of-pocket expenses, including, but not limited to, reasonable attorneys’ fees and expenses, of Agent in connection with the Secured Partiespreparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the Backup Servicer collection and disbursement of all funds hereunder and the Account Bank incurred other instruments and documents to be delivered hereunder, (b) reasonable extraordinary expenses of Agent in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, of the other Basic Loan Documents and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including the and (c) reasonable fees and disbursements out-of-pocket expenses of special counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithforegoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expensesexpenses of Agent and the Lenders, if any (including reasonable counsel fees and expenses)attorneys’ fees, incurred by such entities in connection with the restructuring or enforcement of the Debt, this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxesany Related Writing. In addition, the Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the executionexecution and delivery of the Loan Documents, delivery, filing and recording of this Agreement and the other Basic Documents, the other instruments and documents to be delivered hereunder hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement omission to pay such taxes or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank Securities Intermediary incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank Securities Intermediary with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties Purchaser and its Affiliates and officers, directors, employees and agents thereof under Article ElevenIX, the Borrower Seller agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank Purchaser or its assignees incurred in connection with the preparation, execution, delivery, enforcement, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (other than the Revolving Credit and Security Agreement), including the reasonable and documented fees and disbursements out–of–pocket expenses of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities the Purchaser or its assignees as to their respective its rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (subject to the same limitations set forth in the Revolving Credit and Security Agreement), and all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities the Purchaser or its assignees in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower The Seller shall pay on demand any and all stamp, sales, excise and other taxes Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the Secured Partiespreparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the Backup Servicer collection and disbursement of all funds hereunder and the Account Bank incurred other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, of the other Basic Loan Documents and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including and (c) the reasonable fees and disbursements out-of-pocket expenses of special counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithforegoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expensesexpenses of Agent and the Lenders, if any (including reasonable counsel fees and expenses)attorneys’ fees, incurred by such entities in connection with the restructuring or enforcement of the Obligations, this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxesany Related Writing. In addition, the Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the executionexecution and delivery of the Loan Documents, delivery, filing and recording of this Agreement and the other Basic Documents, the other instruments and documents to be delivered hereunder hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement failure to pay such taxes or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower The Company agrees to pay on demand all ------------------------- reasonable out-of-pocket costs and expenses of each Agentthe Agents (including the reasonable fees and charges of counsel for the Agents (including the allocable costs of internal legal services and all disbursements of internal counsel) and of local counsel, the Secured Partiesif any, the Backup Servicer and the Account Bank incurred who may be retained by said counsel) in connection with the preparation, execution, delivery and administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, of this Agreement, the other Basic Loan Documents and the all other documents provided for herein or delivered or to be delivered hereunder or in connection herewithherewith (including any amendments, supplements or waivers to any Loan Documents), and all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees, court costs and other legal expenses and allocated costs of staff counsel) incurred by each Agent and each Bank after an Event of Default in connection with the reasonable fees and disbursements enforcement of counsel for each Agentthis Agreement, the Secured Partiesother Loan Documents or any such other documents. In addition, the Backup Servicer Company agrees to pay, and to save the Agents and the Account Bank Banks harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with respect thereto the execution and with respect to advising such entities as to their respective rights delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and remedies under this Agreement and the delivery of any other documents Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith, herewith and all costs and expenses, if (b) any (including reasonable counsel fees and expenses), incurred by such entities of Parent's auditors in connection with any reasonable exercise by the enforcement of this Agreement Agents and the other documents Banks of their rights pursuant to be delivered hereunder or in connection herewithSection 10. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on within thirty (30) days of demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer Servicer, the Paying Agent, the Collateral Agent, the Borrower Loan Trustee and the Account Bank Image File Custodian incurred in connection with the administration (including periodic auditing)administration, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements of counsel (which shall be limited to one counsel and one counsel for regulatory matters for each of the Credit Suisse Lender Group and the Atalaya Lender Group) for each Agent, the Secured Parties, the Backup Servicer Servicer, the Paying Agent, the Collateral Agent, the Borrower Loan Trustee and the Account Bank Image File Custodian with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower The Seller agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank incurred in connection with the preparation, execution, delivery and administration (including periodic auditing)auditing fees as provided for in SECTION 5.01(c) and any requested amendments, amendment waivers or modification of, or any waiver or consent issued in connection with, consents) of this Agreement, the other Basic Documents Triple-A Purchase Agreement and the other documents to be delivered hereunder or in connection herewithhereunder, including including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of counsel for each Agent, the Secured Parties, the Backup Servicer Triple-A and the Account Bank Collateral Agent with respect thereto and with respect to advising such entities Triple-A and the Collateral Agent as to their respective its rights and remedies under this Agreement Triple-A Purchase Agreement, and the other documents to be delivered hereunder or in connection herewith, agreements executed pursuant hereto and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Triple-A Purchase Agreement and the other agreements and documents to be delivered hereunder or in connection herewithhereunder. (b) Other than with respect to Excluded TaxesIn addition, the Borrower Seller shall pay on demand any and all 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 Triple-A Purchase Agreement and or the other Basic Documents, the other agreements and documents to be delivered hereunder hereunder, and agrees to indemnify the Collateral Agent, Triple-A and their respective assignees against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderpay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article ElevenXI hereof, the Borrower Originator agrees to pay on demand all reasonable costs and expenses of each the Administrative Agent, the Secured PartiesLenders, the Backup Servicer Servicer, the Collection Account Bank, the Successor Servicer, the Trustee and the Account Bank Secured Parties incurred in connection with the preparation, execution, delivery, third party administration (including such term to include, subject to the proviso below, periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including including, without limitation, Rating Agency fees, reasonable expenses for travel and lodging, background checks, auditor fees and the reasonable fees and disbursements out-of-pocket expenses of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank such Persons with respect thereto and with respect to advising such entities Persons as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any expenses (including reasonable counsel fees, out-of-pocket expenses and bank account fees and expensesrelated to the administration of the facility), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded TaxesThe Borrower, the Borrower shall Originator and the initial Servicer, jointly and severally, covenant to pay on demand any and all stamp, sales, excise documentary, property and other similar taxes and fees payable arising from any payment made hereunder or determined to be payable under any other Transaction Document, or in connection with the execution, delivery, filing and recording or enforcement of this Agreement and the other Basic Documents, the other documents to be delivered hereunder payable or determined to be payable to any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderGovernmental Authority.

Costs, Expenses and Taxes. (a) In addition to the rights of ------------------------- indemnification granted to the Indemnified Parties under Article ElevenSection 3.01 hereof, the Borrower Transferor agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer Agent and the Account Bank incurred Issuer and their respective Affiliates in connection with the preparation, execution, delivery, amendment and administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, auditing of Receivables) of this Agreement, any transfer agreement or similar agreement relating to the other Basic Documents transfer of interests in Receivables and the other documents and agreements to be delivered hereunder or in connection herewithand thereunder, including including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of counsel for each the Agent, the Secured Parties, the Backup Servicer Issuer and the Account Bank their respective Affiliates and agents with respect thereto and with respect to advising such entities the Agent, the Issuer and their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses)) of the Agent, incurred by such entities the Transferees and their respective Affiliates and agents, in connection with the enforcement of this Agreement Agreement, and the other documents and agreements to be delivered hereunder or in connection herewithhereunder. (b) Other than with respect to Excluded Taxes, the Borrower The Transferor shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and the other Basic Documents, or the other documents or agreements to be delivered hereunder hereunder. The Transferor agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any agreement delay in paying or omission to pay such taxes and fees, any and all stamp and other document providing liquidity support, credit enhancement or other similar support to a Lender taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the funding other documents or maintenance of the Loan agreements to be delivered hereunder. The Transferor agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Deal Agent, each Agent, the Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Article ElevenIX, the Borrower agrees to pay on demand all reasonable costs and expenses of each the Deal Agent, each Agent and the Secured Parties, the Backup Servicer and the Account Bank Parties incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements out-of-pocket expenses of counsel for each the Deal Agent, each Agent and the Secured Parties, the Backup Servicer and the Account Bank Parties with respect thereto and with respect to advising such entities the Deal Agent, each Agent and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities the Deal Agent, each Agent and/or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the The Borrower shall pay on demand any and all 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 and the other Basic DocumentsAgreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan Loans hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each the Facility Agent, the Secured PartiesCollateral Agent, the Backup Servicer Paying Agent, the Custodian, the Back-up Servicer, the Lenders and the Account Bank incurred their respective Affiliates in connection with the negotiation, preparation, execution, delivery, administration (including periodic auditing), and amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other of all documents to be delivered hereunder or in connection herewithsubsequent to the Closing Date pursuant to this Agreement, including including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank such Persons with respect thereto and with respect to advising such entities Persons as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithAgreement, and Borrower agrees to pay all costs and expensesexpenses of the Facility Agent, the Collateral Agent, the Paying Agent, the Custodian, the Back-up Servicer, the Lenders and their respective Affiliates, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect hereunder. In addition, Borrower agrees to Excluded Taxes, the Borrower shall pay on demand any and all stamp, sales, excise 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 Agreement, any Support Agreements and the other Basic Documents, the other any documents to be delivered hereunder hereunder, and Borrower agrees to indemnify the Lenders against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderpay such taxes and fees.

Costs, Expenses and Taxes. The Borrower agrees to pay, promptly after demand therefor, (a) In addition to whether or not the rights of indemnification granted to the Indemnified Parties under Article Eleventransactions contemplated herein are consummated, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank incurred Administrative Agent in connection with the administration (including periodic auditing)preparation, amendment or execution, delivery, administration, waiver and other modification of, or any waiver or consent issued in connection with, of this Agreement, the other Basic Loan Documents and the any other documents to that may be delivered hereunder or in connection herewithherewith or therewith, including the reasonable fees and disbursements out-of-pocket expenses of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank Administrative Agent with respect thereto and with respect to advising such entities the Administrative Agent as to their respective its rights and remedies responsibilities under the Loan Documents, and (b) all reasonable costs and expenses of the Administrative Agent and the Lenders, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Lenders, that may be incurred by the Administrative Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the other Loan Documents and any other documents that may be delivered in connection herewith or therewith, whether in any action, suit or litigation, any bankruptcy, insolvency or similar proceeding, or otherwise. Without prejudice to the survival of any other obligation of the Borrower hereunder, the obligations of the Borrower contained in this section shall survive the payment in full of amounts payable by the Borrower under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewithtermination hereof. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and Servicer, the Account Bank and the Collateral Custodian incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer and Servicer, the Account Bank and the Collateral Custodian with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the The Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article ElevenSection 7.01 hereof, but subject to the payment of such amounts pursuant to Section 2.04, the Borrower agrees to pay pay, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred (or any prior Remittance Period to the extent not previously paid), all reasonable costs and expenses of each the Administrative Agent, the Secured PartiesLenders, the Backup Servicer and Collateral Agent, the Account Bank and the Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including periodic auditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including including, the reasonable fees and disbursements expenses of counsel for each the Administrative Agent, the Secured PartiesLenders, the Backup Servicer and Collateral Agent, the Account Bank and the Collateral Custodian with respect thereto and with respect to advising such entities the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect Nothing contained in this Section 11.07 shall relate to Excluded Taxes, the Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with payment of Taxes under the execution, delivery, filing and recording of this Agreement and the other Basic Transaction Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article ElevenIX hereof, the Borrower Seller agrees to pay on within ten (10) Business Days of receipt of demand and supporting documentation therefor, all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer Buyer or its permitted successors and the Account Bank assignees under Section 10.15 incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents Agreement and the other documents to be delivered hereunder or in connection herewithhereunder, including the reasonable fees and disbursements out-of-pocket expenses of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities the Buyer or its permitted successors and assignees under Section 10.15 as to their respective its rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithhereunder, and all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities the Buyer or its permitted successors and assignees under Section 10.15 in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewithhereunder. (b) Other than with respect to Excluded Taxes, the Borrower The Seller shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement and the other Basic Documents, the other documents to be delivered hereunder hereunder. (c) The Seller shall pay on demand all other reasonable costs, expenses and Taxes (excluding income taxes) incurred by the Buyer or any agreement its assignees under or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderAgreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties Buyer and its Affiliates and officers, directors, employees and agents thereof under Article ElevenVIII hereof, the Borrower Originator agrees to pay on demand all reasonable costs and expenses of each the Buyer, the Deal Agent, the Secured Parties, the Backup Servicer Trustee and the Account Bank Secured Parties incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank Buyer with respect thereto and with respect to advising such entities the Buyer as to their respective its rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses), incurred by such entities the Buyer in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower The Originator shall pay on demand any and all stamp, sales, excise excise, transfer and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender delivered in connection with this Agreement or the funding or maintenance of the Loan hereunderAgreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article ElevenXI hereof, the Borrower agrees to pay on demand (or, if the Borrower does not pay such amounts, the Collateral Manager shall pay on demand) all reasonable costs and expenses of each the Administrative Agent, the Secured PartiesTrustee, the Backup Servicer Custodian and the Account Bank Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of counsel for each the Administrative Agent, the Secured PartiesTrustee, the Backup Servicer Custodian and the Account Bank Secured Parties with respect thereto and with respect to advising such entities the Administrative Agent, the Trustee, the Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities the Administrative Agent, the Trustee, the Custodian or the Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and Servicer, the Account Bank and the Collateral Custodian incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer and Servicer, the Account Bank and the Collateral Custodian with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the The Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan Loans hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties its obligations under Article ElevenSection 16.1, the Borrower Seller agrees to pay on demand demand: (a) (i) all reasonable costs and expenses of each incurred by the Agent, the Secured PartiesPurchaser, the Backup Servicer Liquidity Banks and the Account Bank Program Support Providers in connection with the negotiation, preparation, execution and delivery of this Agreement the other Transaction Documents (including any amendments or modifications or of supplements to the Program Documents entered into directly related to this Agreement) and any amendments, consents or waivers executed in connection therewith, including, without limitation the reasonable fees and expenses of counsel to any of such Persons incurred in connection with any of the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder foregoing or in connection herewith, including the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities Persons as to their respective rights and remedies under any of the Transaction Documents or (to the extent directly related to this Agreement Agreement) the Program Documents and the other documents to be delivered hereunder or all reasonable out-of-pocket expenses (including reasonable fees and expenses of independent accountants) incurred in connection herewith, with any audit of Seller's or Servicer's books and records permitted hereunder and all costs and expenses, if any (including reasonable counsel fees and expenses), expenses incurred by such entities the Agent, Purchaser, the Liquidity Banks and the Program Support Providers in connection with the enforcement enforcement, or any actual or claimed breach, of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic DocumentsAgreement, the other documents Transaction Documents and, to be delivered hereunder the extent directly related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents directly related to this Agreement), including, without limitation, the reasonable fees and expenses of counsel to any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender of such Persons incurred in connection with this Agreement or the funding or maintenance of the Loan hereunder.therewith; and

Costs, Expenses and Taxes. (a) In addition Borrowers agree to pay immediately upon demand out-of-pocket expenses and reasonable legal fees of Agent related to the rights preparation, negotiation, documentation, execution, filing or delivery of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank incurred in connection with the administration (including periodic auditing), amendment or modification of, this Agreement or any waiver other Credit Document and any and all waivers, amendments or consent issued in connection with, this Agreement, modifications of any of the other Basic Credit Documents or any of the terms and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees provisions thereof and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer any and the Account Bank with respect thereto all audits and with respect to advising such entities as to their respective rights and remedies required inspections permitted under this Agreement and the or any other documents to be delivered hereunder or in connection herewith, and Credit Documents. Borrowers shall also pay immediately upon demand therefor all costs and expenses, if any fees (including reasonable counsel without limitation, legal fees and expenses), costs and other expenses incurred by such entities in connection with collection of the Loan, the maintenance or preservation of the security interest in the Collateral, the sale, disposition or other realization on the Collateral, or the enforcement of this Agreement Agent’s and the other documents to be delivered Lenders’ rights hereunder or under any Credit Document, including, without limitation, such fees, costs and expenses incurred by Agent which Agent, in connection herewith. (b) Other than with respect its reasonable business judgment, deems reasonably necessary to Excluded Taxespreserve or protect the business conducted by Borrowers, the Borrower Collateral, or any portion thereof. In addition, Borrowers shall also pay on demand any and all stamp, sales, excise stamp and other taxes and or filing fees payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of the Notes and this Agreement and the other Basic DocumentsAgreement, the Collateral and other documents to be delivered hereunder hereunder, and agrees to save Agent and Lenders harmless from and against any and all liabilities with respect to or resulting from any agreement delay in payment or other document providing liquidity support, credit enhancement or other similar support omission to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderpay such taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article ElevenX hereof, the Borrower Seller agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), modification and amendment or modification of, or any waiver or consent issued in connection with, of this Agreement, the other Basic Documents Certificate and the other documents to be delivered hereunder or in connection herewithhereunder, including including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of counsel for each Agentthe Agent and Citibank, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities the Agent and Citibank as to their respective rights and remedies under this Agreement and the other documents Agreement. The Seller further agrees to be delivered hereunder or in connection herewith, and pay on demand all costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses), incurred by such entities of the Agent, the Banks, CNAI and their respective Affiliates in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Certificate and the other documents to be delivered hereunder or hereunder, including, without limitation, reasonable counsel fees and expenses in connection herewithwith the enforcement of rights under this Section 11.06(a). (b) Other than with respect to Excluded TaxesIn addition, the Borrower Seller shall pay on demand any and all stamp, sales, excise stamp and other taxes (excluding income taxes) and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and Agreement, the other Basic Documents, Certificate or the other documents to be delivered hereunder hereunder, and agrees to save each Indemnified Party harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderpay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on within thirty (30) days of demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer Servicer, the Paying Agent, the Collateral Agent, the Borrower Loan Trustee and the Account Bank Image File Custodian incurred in connection with the administration (including periodic auditing)administration, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements of counsel (which shall be limited to one counsel and one counsel for regulatory matters for each of the Credit Suisse Lender Group and the Atalaya Lender Group) for each Agent, the Secured Parties, the Backup Servicer Servicer, the Paying Agent, the Collateral Agent, the Borrower Loan Trustee and the Account Bank Image File Custodian with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the The Borrower shall timely pay on demand to the appropriate taxing authority in accordance with applicable law any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderOther Taxes.

Costs, Expenses and Taxes. (a) In addition to (but without duplication of) the rights of indemnification granted to the Indemnified Deal Agent, the Liquidity Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article ElevenVIII hereof, the Borrower Seller agrees to pay on demand all reasonable costs and expenses of each the Deal Agent, the Secured PartiesLiquidity Agent, the Backup Servicer and the Account Bank Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of counsel for each the Deal Agent, the Secured PartiesLiquidity Agent, the Backup Servicer and the Account Bank Secured Parties with respect thereto and with respect to advising such entities the Deal Agent, the Liquidity Agent, and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities the Deal Agent, the Liquidity Agent, or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedge Agreement); provided, that the fees above other than legal fees may not exceed $5,000 per occurrence and per service provider without FIB's consent which shall not unreasonably be withheld. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and Servicer, the Account Bank and the Image File Custodian incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer and Servicer, the Account Bank and the Image File Custodian with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the The Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, and all Related Expenses, including, but not limited to, (a) administration, travel and out-of-pocket expenses, including but not limited to attorneys' fees and expenses, of Agent in connection with the Secured Partiespreparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the Backup Servicer collection and disbursement of all funds hereunder and the Account Bank incurred other instruments and documents to be delivered hereunder, (b) extraordinary out-of-pocket expenses of Agent in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, of the other Basic Loan Documents and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and (c) all costs and expenses, if any (including reasonable counsel attorneys' fees and expenses), incurred by such entities in connection with the enforcement syndication of this Agreement the Commitment and the other documents to be delivered hereunder or in connection herewith. Loans, and (bd) Other than the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to Excluded Taxesthe foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expenses of Agent, Collateral Agent and the Banks, including reasonable attorneys' fees, in connection with the restructuring or enforcement of the Debt, this Agreement or any Related Writing. In addition, Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the executionexecution and delivery of the Loan Documents, delivery, filing and recording of this Agreement and the other Basic Documents, the other instruments and documents to be delivered hereunder hereunder, and agrees to hold Agent, Collateral Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement omission to pay such taxes or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the The Borrower hereby agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer Administrative Agent and the Account Bank incurred any Lender in connection with the administration (including periodic auditing)preparation, amendment or modification ofnegotiation, or execution and delivery of this Amendment and any waiver or consent issued in connection withother agreements, this Agreement, the other Basic Documents instruments and the other documents to be negotiated, reviewed, executed or delivered hereunder or in connection herewith, including including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of legal counsel for each Agent, the Secured Parties, the Backup Servicer Administrative Agent and the Account Bank Lenders with respect thereto and with respect to advising such entities the Administrative Agent and the Lenders as to its and their respective rights and remedies under this Agreement responsibilities hereunder and thereunder (which fees and expenses, as to legal counsel of the other documents Administrative Agent, shall be paid directly to be delivered hereunder or in connection herewith, and legal counsel of the Administrative Agent upon presentation of an invoice for legal services rendered). The Borrower hereby further agrees to pay on demand all costs and expenses, if any (including including, without limitation, reasonable legal counsel fees and expenses), incurred by such entities in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment and the other agreements, instruments and documents to be negotiated, reviewed, executed or delivered hereunder or in connection herewith, including, without limitation, reasonable fees and expenses of legal counsel in connection with the enforcement of rights under this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded TaxesSection 7. In addition, the Borrower shall pay on demand any and all stamp, sales, excise 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 Amendment and the other Basic Documentsagreements, the other instruments and documents to be delivered hereunder hereunder, and agrees to save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderpay such taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees The Borrowers jointly and severally agree to pay on demand (a) all reasonable out-of-pocket costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank incurred Agent (including Attorney Costs) in connection with the preparation, execution, delivery and administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, of this Agreement, the other Basic Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), and (b) all reasonable out-of-pocket costs and expenses (including Attorney Costs) incurred by the Agent and each Bank after an Event of Default in connection with the enforcement of this Agreement, the other documents Loan Documents or any such other documents. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based on its respective Percentage) of any such costs and expenses of the Agent not paid by the Borrowers. In addition, the Borrowers jointly and severally agree to pay, and to save the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided for in this Section 14.6 shall survive repayment of the Loans, including cancellation of the reasonable fees Notes and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement termination of this Agreement and the other documents to be delivered hereunder or in connection herewithAgreement. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to under Section 17.1, the Indemnified Parties under Article Eleven, Borrower or Drive on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank incurred Agent in connection with the preparation, execution, delivery, syndication and administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, of this Agreement, the other Basic Documents Agreement and the other documents and agreements to be delivered hereunder or with respect hereto, and Drive further agrees to pay all reasonable costs and expenses of the Agent in connection herewithwith any amendments, including waivers or consents executed in connection with this Agreement, including, without limitation, the reasonable fees and disbursements out-of-pocket expenses of counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank Agent with respect thereto and with respect to advising such entities the Agent as to their respective its rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithAgreement, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities of the Agent, the Lenders, the Investors, the Collateral Agent and their respective Affiliates, in connection with the enforcement against Drive or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or in connection herewithwith respect hereto. (b) Other than with respect to Excluded TaxesIn addition, the Borrower Drive shall pay on demand any and all stamp, salespersonal property, excise transfer and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and Agreement, the other Basic DocumentsNote, applicable UCC financing statements or the other documents or agreements to be delivered hereunder or any agreement or other document providing liquidity supporthereunder, credit enhancement or other similar support to a Lender in connection with this Agreement or and the funding or maintenance pledge of the Loan hereunderBorrower Collateral, and agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower ASI agrees to pay on demand all reasonable costs and expenses of each Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to reasonable attorneys' fees and expenses, of Agent in connection with the Secured Partiespreparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the Backup Servicer collection and disbursement of all funds hereunder and the Account Bank incurred other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, of the other Basic Loan Documents and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including and (c) the reasonable fees and disbursements out-of-pocket expenses of special counsel for each Agent, the Secured Parties, the Backup Servicer and the Account Bank with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithforegoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. ASI also agrees to pay on demand all costs and expensesexpenses of Agent and the Banks, if any (including reasonable counsel fees and expenses)attorneys' fees, incurred by such entities in connection with the restructuring or enforcement of the Debt, this Agreement or any Related Writing. In addition, ASI and the any other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the appropriate Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the executionexecution and delivery of the Loan Documents, delivery, filing and recording of this Agreement and the other Basic Documents, the other instruments and documents to be delivered hereunder hereunder, and agrees to hold Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement omission to pay such taxes or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article ElevenSection 8.01 and Section 8.02 hereof, the Borrower agrees to pay on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred all reasonable and documented out of pocket costs and expenses of each Agent, the Secured Parties, the Backup Servicer Administrative Agent and the Account Bank Collateral Agent incurred in connection with (x) the administration (including periodic auditing)preparation, execution, delivery, administration, syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including limited, in the case of expenses of counsel, to the reasonable and documented fees and disbursements expenses of one outside counsel for each Agent, the Secured Parties, the Backup Servicer Administrative Agent and the Account Bank Lenders, and one outside counsel for the Collateral Agent with respect thereto and with respect to advising such entities the Administrative Agent, the Lenders, and the Collateral Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with y) the enforcement or potential enforcement of this Agreement or any Transaction Document by the Administrative Agent, the Lenders, and the Collateral Agent and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect Nothing contained in this Section 12.07 shall relate to Excluded Taxes, the Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with payment of Taxes under the execution, delivery, filing and recording of this Agreement and the other Basic Transaction Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article ElevenSection 3.1 hereof, the Borrower Seller agrees to pay on demand pay, upon demand, all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and the Account Bank incurred in connection with the preparation, execution, delivery and administration (including auditing Receivables prior to the Closing Date, periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, auditing of Receivables and the servicing thereof from and after the Closing Date) of this Agreement, Agreement and the other Basic Transaction Documents, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement and the other Transaction Documents and the other documents to be delivered hereunder waiving of any provisions hereof or thereof (whether or not any such amendment, amendment and restatement, modification, supplement or waiver becomes effective), and including in connection herewithall cases, including without limitation, Attorney Costs for the reasonable fees and disbursements of counsel for each Agent, the Secured Parties, the Backup Servicer Purchaser and the Account Bank their respective Affiliates and agents with respect thereto and with respect to advising such entities the Agent, the Purchaser and their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithTransaction Documents, and all costs and expenses, if any (including reasonable counsel fees and expensesAttorney Costs), incurred by such entities of the Agent, the Purchaser and their respective Affiliates and agents, in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewithTransaction Documents. (b) Other than with respect to Excluded TaxesIn addition, the Borrower Seller shall pay on demand any and all stamp, sales, excise stamp and other taxes Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and or the other Basic Transaction Documents, the other documents and agree to be delivered hereunder save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunderpay such Taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each Agent, the Secured Parties, the Backup Servicer and Servicer, the Account Bank and the Image File Custodian incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees and disbursements of counsel for each Agent, 169 the Secured Parties, the Backup Servicer and Servicer, the Account Bank and the Image File Custodian with respect thereto and with respect to advising such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties Administrative Agent, the Secured Parties, the Collateral Custodian, the Backup Servicer and its or their Affiliates and officers, directors, employees and agents thereof under Article Eleven, the Borrower agrees to pay on demand all reasonable costs and expenses of each the Administrative Agent, the Secured PartiesCollateral Custodian, the Backup Servicer and the Account Bank Secured Parties incurred in connection with the administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents Agreement and the other documents to be delivered hereunder or in connection herewithTransaction Documents, including the reasonable fees and disbursements out-of-pocket expenses of counsel for each the Administrative Agent, the Secured PartiesCollateral Custodian, the Backup Servicer and the Account Bank Secured Parties with respect thereto and with respect to advising such entities the Administrative Agent, the Collateral Custodian, the Backup Servicer and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities the Administrative Agent, the Collateral Custodian, the Backup Servicer and/or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewithTransaction Documents. (b) Other than with respect to Excluded Taxes, the The Borrower shall pay on demand any and all 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 and the other Basic Transaction Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article ElevenIX hereof, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of each the Administrative Agent, the Secured Parties, the Backup Servicer Managing Agents and the Account Bank other Secured Parties incurred in connection with the on-site due diligence (including travel related expenses) or with the preparation, negotiation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Basic Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including including, without limitation, the costs, fees and expenses of any third-party auditor engaged under the terms of this Agreement and the reasonable fees and disbursements out-of-pocket expenses of counsel for each the Administrative Agent, the Secured Parties, the Backup Servicer Managing Agents and the Account Bank other Secured Parties with respect thereto and with respect to advising such entities the Administrative Agent, the Managing Agents and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by such entities the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) Other than with respect to Excluded Taxes, the Borrower shall pay on demand any and all 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 and the other Basic Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to a Lender in connection with this Agreement or the funding or maintenance of the Loan hereunder.