Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (ba) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1Article VIII hereof, the Seller agrees to pay to the Program Agent and each Managing Agent on demand (which demand shall be accompanied by documentation thereof in reasonable detaili) all reasonable costs and expenses incurred in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator auditing of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuingor the Servicer pursuant to Section 5.01(c) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof5.04(a)(iii), including: (i) Attorney Costs for the Administratoras applicable, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documentswhether annually or on a more frequent basis, and (ii) all reasonable costs and expenses of the Program Agent and each Managing Agent in connection with the preparation, execution and delivery (including Attorney Costsany requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the fees and out-of-pocket expenses of counsel for the Program Agent and each Managing Agent with respect thereto and with respect to advising the Program Agent and each Managing Agent and the related Purchasers as to their respective rights and remedies under this Agreement, and the other agreements executed pursuant hereto and all costs and expenses, if any (including counsel fees and expenses), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documentsagreements and documents to be delivered hereunder. (b) In addition, the Seller shall pay on demand any and all stamp stamp, sales, transfer and other similar taxes and fees (including, without limitation, UCC filing fees and any penalties associated with the late payment of any UCC filing fees) payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other agreements and documents or agreements to be delivered hereunder, hereunder (including any UCC financing statements) and agrees to save each Indemnified Party harmless from indemnify the Program Agent, the Managing Agents, the Purchasers and the Liquidity Providers 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 under Section provisions set forth in Sections 1.20 and 3.1, the Seller agrees to shall pay on demand (which demand shall be accompanied by documentation thereof in reasonable detaili) all reasonable costs out-of-pocket fees and expenses (including reasonable attorneys fees and expenses) of the Agents incurred in connection with the preparation, execution, delivery delivery, administration, amendment, modification and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) waiver of this Agreement, Agreement and the other Transaction Documents and the other documents making and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification repayment of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, Funded Purchases and (ii) all reasonable costs out-of-pocket fees and expenses of the Agents and the Banks (including Attorney Costs), if any, reasonable attorneys' fees and expenses of a set of counsel for the Administrator, the Issuer Banks) incurred from and their respective Affiliates and agents after a Termination Event in connection with the enforcement of this Agreement and the other Transaction DocumentsDocuments against the Seller and Weirton, including, without limitation, any Servicer fees paid to any third party other than the Seller or Weirton for services rendered to the Banks and the Agents in collecting the Receivables and the other Related Security. (b) In addition, the Seller shall will pay on demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and filing, recording or enforcement of this Agreement or the other documents or agreements to be delivered hereunderTransaction Documents, and agrees to save each Indemnified Party hereby indemnifies and saves the Agents and the Banks harmless from and against any and all 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 under Section SECTION 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (ba) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller Borrower agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses of Agent and all Related Expenses, 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 preparation, executionnegotiation and closing of the Loan Documents and the administration of the Loan Documents, delivery and administration (including periodic internal audits by the Administrator collection and disbursement of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred all funds hereunder and is continuing) of this Agreement, the other Transaction instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents and agreements to be delivered hereunder hereunder, and (c) the reasonable fees and all reasonable costs and out-of-pocket expenses in connection with any amendmentof special counsel for Agent, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documentsforegoing, and (ii) of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all reasonable costs and expenses (including Attorney Costs)Related Expenses) of Agent and the Lenders, if anyincluding reasonable attorneys’ fees and expenses, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the restructuring or enforcement of the Obligations, this Agreement and the other Transaction Documents. (b) or any Related Writing. In addition, the Seller Borrower shall pay on demand any and all stamp stamp, transfer, documentary and other similar taxes taxes, assessments, charges 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 or the other instruments and documents or agreements to be delivered hereunder, and agrees to save hold Agent and each Indemnified Party Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission failure to pay such taxes and or fees. All obligations provided for in this Section 10.5 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 3.1, the Seller The Company agrees to pay on demand demand: (which demand shall be accompanied by documentation thereof in reasonable detaila) all reasonable out-of-pocket costs and expenses of the Agent in connection with the preparation, execution, execution and delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the Notes, the other Transaction Loan Documents and the other documents and agreements to be delivered hereunder (hereunder, including the reasonable fees and all reasonable costs and out-of-pocket expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs counsel for the Administrator, the Issuer and their respective Affiliates and agents Agent with respect thereto and with respect to advising the AdministratorAgent as to its rights and responsibilities under this Agreement, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement Notes and the other Transaction Loan Documents, and any modification, supplement or waiver of any of the terms of this Agreement or any other Loan Document, (iib) all reasonable costs and expenses (including Attorney Costs)of any Bank and any other holder of an interest in the Notes, if any, and the Obligations of the AdministratorCompany hereunder and under the Loan Documents, the Issuer including reasonable legal fees and their respective Affiliates and agents expenses, in connection with the enforcement of this Agreement Agreement, the Notes and the other Transaction Documents. Loan Documents and (bc) In addition, the Seller shall pay on demand any reasonable costs and all stamp and other similar taxes and fees payable expenses incurred in connection with third party professional services required by the executionAgent such as appraisers, deliveryenvironmental consultants, filing accountants or similar Persons, PROVIDED THAT, prior to any Event of Default hereunder, the Agent will first obtain the consent of the Company to such expense, which consent shall not be unreasonably withheld. Without prejudice to the survival of any other obligations of the Company hereunder and recording under the Notes, the obligations of the Company under this Section shall survive the termination of this Agreement or the other documents or agreements to be delivered hereunder, replacement of the Agent 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 feesassignment of the Notes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 3.1, the Seller agrees to pay on within ten (10) days after demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction DocumentsDocuments , and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on within ten (10) days after demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller The Borrower agrees to pay on ----------- ------------------------- demand (which demand shall be accompanied after receipt of an invoice describing services performed and disbursements incurred and covering estimated future disbursements and services the reasonable fees and out-of-pocket expenses of Messrs. Xxxxxxxx, Xxxxx & Xxxxxx LLP, counsel for the Agent and of any local counsel retained by documentation thereof in reasonable detail) all reasonable costs and expenses the Agent in connection with the preparation, execution, delivery delivery, syndication and administration (including periodic internal audits by of the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Financing Documents and the other documents and agreements Loans. The Borrower agrees to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) pay on demand all reasonable costs and expenses (including Attorney Costs)without limitation reasonable attorneys' fees) incurred by the Agent and/or any Lender, upon or after the occurrence and during the continuance of any Default or Event of Default, if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement any of the Financing Documents and the other Transaction Documents. (b) any amendments, waivers or consents with respect thereto. In addition, the Seller Borrower shall pay on demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of this Agreement or the other documents or agreements to be delivered hereunderFinancing Documents, and agrees to save each Indemnified Party the Lenders and the Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and or fees, except those resulting from the Lenders' or Agent's gross negligence or willful misconduct.

Costs, Expenses and Taxes. (a) In addition to the rights of ------------------------- indemnification granted under Section 3.1, the Seller agrees to pay on demand ----------- (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: : (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents successors and permitted assigns in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section SECTION 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: : (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents; PROVIDED, HOWEVER, that the Seller shall not be responsible for such preparation, execution, delivery and administration costs and expenses (including Attorney Costs) of parties who become Purchasers under the Liquidity Agreement pursuant to SECTION 9 thereof, other than such costs and expenses in connection with the enforcement of this Agreement or any other Transaction Document. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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.the

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section SECTION 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer each Purchaser Agent and their respective Affiliates and agents each Purchaser who is an Affiliate of a Purchaser Agent with respect thereto and with respect to advising the Administrator, the Issuer Administrator and their respective Affiliates and agents each Purchaser Group as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) . In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section SECTION 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: : (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section Sections 1.18 and 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that at any time when no Termination Event exists and is continuing, the Seller shall not be required to pay for the costs and expenses of more than one such audit per year unless a Termination Event has occurred and is continuingyear) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: : (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on written demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents with respect thereto thereto, as the case may be, and with respect to advising the Administrator, the Issuer and each Purchaser Group or their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and each Purchaser Group or their respective Affiliates and agents agents, as the case may be, in connection with the enforcement of this Agreement and the other Transaction Documents. (ba) In addition, the Seller shall pay on written demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (subject to any limits previously agreed upon in writing by the Administrator) (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: : (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 Subject, in each case, to the rights Subordination Agreement: The Borrower hereby agrees to indemnify the Lender and its successors, assigns, servants, agents and representatives against, and agrees to protect, save and keep harmless each of indemnification granted under Section 3.1them from any and all liabilities, obligations, taxes (other than taxes on or measured by the Seller Lender's net income), liens, charges, losses, damages, penalties, claims, actions, suits, costs, indemnities, expenses and disbursements (including, without limitation, reasonable legal fees, costs and expenses and costs of attending and preparing for depositions and other court proceedings) (collectively, "Costs"), of whatsoever kind and nature, imposed upon, incurred by or asserted against such indemnified party in any way relating to or arising out of any of the transactions contemplated hereunder, other than any such Costs that are caused by the gross negligence of the Lender or the Lender's intentional breach of this Agreement or of the Senior Commitment Agreement. The Borrower agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses out-of-pocket Costs of the Lender in connection with the preparation, execution, execution and delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement. In the event that the Borrower shall fail, upon demand for payment thereof, immediately to pay in full the obligations hereunder, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and Borrower shall pay all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs)expenses, if any, of the Administrator, the Issuer and their respective Affiliates and agents Lender incurred in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered protection of any of the Lender's rights hereunder, 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool ReceivablesReceivables and any fees, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred costs and is continuingexpenses incurred with respect to Standard & Poor’s or Xxxxx’x) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) . In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1Article VIII hereof, subject to certain agreements with respect to limitations on the fees and out-of-pocket expenses of counsel for Triple-A, the Collateral Agent, the Administrative Agent and the Surety with respect the preparation, execution and delivery of this Agreement and the related documents, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivablesauditing and any requested amendments, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuingwaivers or consents) of this Agreement, the other Transaction Documents Agreement and the other documents and agreements to be delivered hereunder deliv- ered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Purchaser (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (ithe Collateral Agent) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, Purchaser (and the Issuer and their respective Affiliates and agents Collateral Agent) as to their its rights and remedies under this Agreement Agreement, and the other Transaction Documents, agreements executed pursuant hereto and (ii) all reasonable costs and expenses expenses, if any (including Attorney Costsreasonable counsel fees and expenses), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documentsagreements and documents to be delivered hereunder. (b) In addition, the Seller shall pay on demand any and all stamp stamp, sales, excise and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other agreements and documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party harmless from indemnify the Purchaser and its assignees 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 under Section 3.1, the Seller Borrower agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses of the Banks and the Agents, any expenses incurred in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) preparation of this Amended Credit Agreement, the other Transaction Documents Notes and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof)Related Writings, including: , without limitation (i) Attorney Costs for the Administrator, the Issuer administration and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and out-of-pocket expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents Agent in connection with the administration of this Amended Credit Agreement, the Notes, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (ii) extraordinary expenses of the Agents or the Banks in connection with the administration of this Amended Credit Agreement, the Notes and the other instruments and documents to be delivered hereunder, (iii) the reasonable fees and out-of-pocket expenses of Xxxxxxxx Xxxx & Xxxxx LLP, counsel to the Agent, in connection with the negotiation, preparation, execution and delivery of this Amended Credit Agreement and related matters, and (iv) all costs and expenses, including reasonable attorneys' fees and out-of-pocket expenses, in connection with the restructuring or enforcement of this Agreement and Amended Credit Agreement, the other Transaction Documents. (b) Notes or any Related Writing. In addition, the Seller Borrower shall pay on demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of this Amended Credit Agreement or the Notes, and the other instruments and documents or agreements to be delivered hereunder, and agrees to save the Agents and each Indemnified Party Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and or fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator Agent, the Co-Agent or their respective designees of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof, other than any costs and expenses in connection with the confirmation by Moody's or Standard & Poor's of the rating of any Notes), including: : (i) Attorney Costs for the AdministratorAgent, the Issuer Co-Agent, the Investors and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorAgent, the Issuer Co-Agent, the Investors and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the AdministratorAgent, the Issuer Co-Agent, the Investors and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller The Borrower and each Guarantor agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs fees and expenses of the Agent and the Lenders in connection with the preparation, negotiation, execution, delivery delivery, administration, modification and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) amendment of this Agreement, the other Transaction Documents Amendment and Waiver and the other instruments and documents and agreements to be delivered hereunder (hereunder, including without limitation, those documents described in Paragraphs 2(b) and all 2(c), the reasonable costs fees and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs counsel for the Administrator, Agent and the Issuer and their respective Affiliates and agents Lenders with respect thereto and with respect to advising the Administrator, Agent and the Issuer and their respective Affiliates and agents Lenders as to their respective rights and remedies under this Agreement responsibilities hereunder and the other Transaction Documents, thereunder. The Borrower and (ii) each Guarantor further agrees to pay on demand all reasonable costs and expenses expenses, if any (including Attorney Costswithout limitation, reasonable counsel fees and expenses), if anyin connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment and Waiver and the Administratorother instruments and documents to be delivered hereunder, the Issuer including, without limitation, reasonable fees and their respective Affiliates and agents expenses of counsel in connection with the enforcement of this Agreement rights under the Credit Agreement, the other Loan Documents and the other Transaction Other Documents. (b) . In addition, the Seller Borrower and each Guarantor shall pay on demand any mortgage tax and all stamp filing and other similar taxes and recording fees payable or determined to be payable in connection with the execution, delivery, filing execution and delivery and recording of this Agreement or the other documents or agreements to be delivered hereunder, Amendment and Waiver and/or any Additional Collateral Document and agrees to save each Indemnified Party the Agent and Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and feestaxes, recording or filing fees (except any such delay or omission caused by the gross negligence or willful misconduct of the Agent or the Lenders, as applicable).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator Agent, the Co-Agent or their respective designees of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the AdministratorAgent, the Issuer Co-Agent, the Purchasers and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorAgent, the Issuer Co-Agent, the Purchasers and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the AdministratorAgent, the Issuer Co-Agent, the Purchasers and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand ----------- (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for Receivables but no more frequently than one audit per year annually unless (x) a Termination Event or Unmatured Termination Event has occurred and is continuingcontinuing or (y) in the opinion of the Administrator reasonable grounds for insecurity exist with respect to the collectibility of a material amount of the Pool Receivables or with respect to the Seller's performance or ability to perform in any material respect its obligations under the Agreement) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: : (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller The Borrower agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses (including, without limitation, reasonable legal fees) of the Agent in connection with the preparation, execution, execution and delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the Revolving Notes and all other Transaction Documents instruments and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver amendments or modification modifications of any thereof)of the foregoing, including: (i) Attorney Costs for as well as the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs)including, if any, of the Administratorwithout limitation, the Issuer reasonable fees and their respective Affiliates and agents expenses of legal counsel) incurred by the Agent or any Bank in connection with enforcing or exercising any rights or remedies under this Agreement, the enforcement of this Agreement Revolving Notes and the all other Transaction Documents. (b) instruments and documents to be delivered hereunder, all whether or not legal action is instituted. In addition, the Seller Borrower shall be obligated to pay on demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of this Agreement or Agreement, the Revolving Notes and all other instruments and documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party Bank and the Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and taxes. Any fees, expenses or other charges which the Agent or any Bank is entitled to receive from the Borrower hereunder shall bear interest from the date of demand for payment until paid at a fluctuating rate per annum which shall at all times be equal to the sum of (i) two (2%) percent per annum plus (ii) that interest rate which would then be applicable to Floating Rate Loans, but in no event in excess of the maximum rate permitted by then applicable law.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser, the Collateral Agent, the Administrative Agent, the Lenders and their respective members, officers, directors, employees and agents under Section 3.1Article VII hereof, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses of the Purchaser incurred in connection with the preparation, execution, delivery and delivery, administration (including periodic internal audits by auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Contribution Agreement and the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Servicing Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendmentincluding, waiver or modification of any thereof), including: (i) Attorney Costs for the Administratorwithout limitation, the Issuer reasonable fees and their respective Affiliates and agents out-of-pocket expenses of counsel with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents Purchaser as to their its rights and remedies under this Contribution Agreement and the other Transaction DocumentsServicing Agreement, and (ii) all reasonable costs and expenses expenses, if any (including Attorney Costsreasonable counsel fees and expenses), if any, of incurred by the Administrator, the Issuer and their respective Affiliates and agents Purchaser in connection with the enforcement of this Contribution Agreement and the other Transaction DocumentsServicing Agreement. (b) In addition, the The Seller shall pay on demand any and all stamp stamp, sales, excise and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Contribution Agreement or and the other documents or agreements to be delivered hereunderLoan Documents. (c) The Seller shall pay on demand all other reasonable costs, expenses and agrees to save each Indemnified Party harmless from Taxes (excluding income taxes) incurred by the Purchaser in connection with the execution, delivery, filing and against any liabilities recording of this Contribution Agreement and the Servicing Agreement (“Other Costs”), including, without limitation, all costs and expenses incurred by the Purchaser in connection with respect to or resulting from any delay in paying or omission to pay such taxes periodic audits of the Seller’s books and feesrecords.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 3.1SECTION 3.1 hereof, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator auditing of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the Liquidity Agreement, and the other Transaction Documents documents and agreements to be delivered hereunder, including all costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Liquidity Agreement and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification the waiving of any provisions thereof), including: (i) and including in all cases, without limitation, reasonable Attorney Costs for the AdministratorAgent, the Issuer Purchaser, Capital Markets Assurance Corporation and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorAgent, the Issuer Purchaser, Capital Markets Assurance Corporation and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses expenses, if any (including reasonable Attorney Costs), if any, of the AdministratorAgent, the Issuer Purchaser, Capital Markets Assurance Corporation and their respective Affiliates and agents agents, in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator Administrative Agent of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof) (subject to any restrictions set forth in the Fee Letter for all such costs and expenses for the preparation, execution and delivery of this Agreement and the other Transaction Documents), including: (i) Attorney Costs for the AdministratorAdministrative Agent, the Issuer and their its respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer Administrative Agent and their its respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer Administrative Agent and their its respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the The Seller shall also hereby agrees to pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, negotiation, execution, delivery and administration (including periodic internal audits by the Administrator Agent of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the AdministratorAgent, the Issuer Purchasers and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorAgent, the Issuer Purchasers and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney CostsCosts but excluding allocated costs of in house counsel and other personnel), if any, of the AdministratorAgent, the Issuer Purchasers and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) ----------- all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic the internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuingany Funding Agent or their agents pursuant to Exhibit IV hereto) of this Agreement, the other ---------- Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the AdministratorCollateral Agent, the Issuer each Funding Agent, each Purchaser and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer each such Person and their its respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the AdministratorCollateral Agent, the Issuer each Funding Agent, each Purchaser and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, if any, 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 under Section 3.1, the Seller The Company agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses of the Purchaser (including all reasonable fees and expenses of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP and Xxxxxx Hall & Xxxxxxx, counsel to the Purchaser and/or certain of its members) in connection with the preparation, execution, execution and delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the Notes, the Warrants, the other Transaction Ancillary Documents and the other instruments and documents and agreements to be delivered hereunder (hereunder, and in connection with the consummation of the transactions contemplated hereby and thereby, as well as all reasonable costs and expenses of the Purchaser and its special counsel in connection with any amendment, waiver (whether or modification not such amendment or waiver becomes effective) or enforcement of any thereof), including: (i) Attorney Costs for the Administratorthis Agreement, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Ancillary Documents, and (ii) all reasonable costs other instruments and expenses (including Attorney Costs), if any, of the Administrator, the Issuer documents to be delivered hereunder and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) thereunder. In addition, the Seller shall Company agrees to pay on demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of this Agreement or Agreement, the Notes, the Warrants, the other Ancillary Documents, and the other instruments and documents or agreements to be delivered hereunder, hereunder or thereunder and the Company agrees to save each Indemnified Party Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and filing fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section Sections 1.18 and 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that at any time when no Termination Event exists and is continuing, the Seller shall not be required to pay for the costs and expenses of more than one such audit per year unless a Termination Event has occurred and is continuingyear) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof, to the extent such amendment, waiver or modification was requested or required by the Seller, the Servicer, any Originator or any Rating Agency), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and 21 expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: : (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable out-of-pocket costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, 7.1 the Seller agrees Originators shall pay to pay the Company on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable and documented out-of- pocket costs and expenses (other than taxes) in connection with (x) the preparation, execution, delivery of this Agreement and the other Transaction Documents and (y) the administration (including periodic internal audits by the Administrator auditing of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all hereunder, including reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and Company with respect to advising the Administrator, the Issuer and their respective Affiliates and agents Company as to their its rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses expenses, if any (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents Company in connection with the enforcement of this Agreement and the other Transaction Documents. Any amounts payable under this Section 8.4(a) shall be paid by the Originators to the Company within five (5) Business Days following written demand therefor, setting forth, in reasonable detail, the calculation of such amount and the basis for such demand. (b) In addition, the Seller Originators shall pay to the Company and each Indemnified Party and Affected Person on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunderTransaction Documents, and agrees to save hold the Company and each Indemnified Party and Affected Person 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 under Section 3.1SECTION 3.1 hereof, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator auditing of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the Liquidity Agreement, and the other Transaction Documents documents and agreements to be delivered hereunder, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Liquidity Agreement and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification the waiving of any provisions thereof), including: (i) and including in all cases, without limitation, Attorney Costs for the AdministratorAgent, the Issuer Purchaser and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorAgent, the Issuer Purchaser and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses expenses, if any (including Attorney Costs), if any, of the AdministratorAgent, the Issuer Purchaser and their respective Affiliates and agents agents, in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section SECTION 3.1, and subject to the Engagement Letter and the Fee Letter, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: : (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents; PROVIDED, HOWEVER, that the Seller shall not be responsible for the costs and expenses (including Attorney Costs) of Purchasers (in their capacities as such) under the Liquidity Agreement other than such costs and expenses in connection with the enforcement of this Agreement or any other Transaction Document. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 Purchaser and its Affiliates and officers, directors, employees and agents thereof under Section 3.1Article IX, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable and documented out-of-pocket costs and expenses of the Purchaser or its assignees incurred in connection with the preparation, execution, delivery and delivery, enforcement, administration (including periodic internal audits by the Administrator of Pool Receivablesauditing), provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the other Transaction Documents Agreement and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses or in connection with any amendment, waiver or modification of any thereofherewith (other than the Revolving Credit and Security Agreement), including: (i) Attorney Costs for including the Administrator, the Issuer reasonable and their respective Affiliates documented fees and agents out–of–pocket expenses of counsel with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents Purchaser or its assignees as to their its rights and remedies under this Agreement and the other Transaction Documentsdocuments to be delivered hereunder or in connection herewith, and (ii) all reasonable and documented out-of-pocket costs and expenses expenses, if any (including Attorney Costscounsel fees and expenses), if any, of incurred by the Administrator, the Issuer and their respective Affiliates and agents Purchaser or its assignees in connection with the enforcement of this Agreement and the other Transaction Documentsdocuments to be delivered hereunder or in connection herewith. (b) In addition, the The Seller shall pay on demand any and all stamp stamp, sales, excise and other similar 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 or and the other documents or agreements to be delivered hereunder, 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 under Section 3.1, the Seller agrees to pay on within three (3) Business Days of demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on within three (3) Business Days of demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.13.1 hereof, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator auditing of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the Liquidity Agreement, and the other Transaction Documents documents and agreements to be delivered hereunder, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Liquidity Agreement and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification the waiving of any provisions thereof), including: (i) and including in all cases, without limitation, Attorney Costs for the AdministratorAgent, the Issuer Purchaser and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorAgent, the Issuer Purchaser and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses expenses, if any (including Attorney Costs), if any, of the AdministratorAgent, the Issuer Purchaser and their respective Affiliates and agents agents, in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunderhereunder (other than taxes payable on the gross receipts or income of any Indemnified Party), 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: : (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits of Pool Receivables by the Administrator Administrator, or by third parties at the direction of Pool Receivablesthe Administrator, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer Conduit Purchasers and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer Conduit Purchasers and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer Conduit Purchasers and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the The Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses of the Buyer incurred in connection with the preparation, execution, delivery and delivery, administration (including periodic internal audits by the Administrator of Pool Receivablesauditing), provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents Agreement and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses or in connection with any amendment, waiver or modification of any thereof)herewith, including: (i) Attorney Costs , without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrator, the Issuer and their respective Affiliates and agents Buyer with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents Buyer as to their its rights and remedies under this Agreement and the other Transaction Documentsdocuments to be delivered hereunder or in connection herewith, and (ii) all reasonable costs and expenses out-of-pocket expenses, if any (including Attorney Costsreasonable counsel fees and expenses), if any, of incurred by the Administrator, the Issuer and their respective Affiliates and agents Buyer in connection with the enforcement of this Agreement and the other Transaction Documentsdocuments to be delivered hereunder or in connection herewith. (b) In addition, the The Seller shall pay on demand any and all stamp stamp, sales, excise and other similar taxes (excluding income and franchise taxes of the Buyer) and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or any agreement or other document delivered in connection with this Agreement (c) The Seller shall pay on demand any and all damages, losses, claims, liabilities, fees and related costs and expenses, including attorney's fees and expenses, incurred by or awarded against the other documents Buyer or agreements to be delivered hereunderany of its Affiliates (each, an "Indemnified Party") arising out of or as a result of the transactions contemplated under this Agreement and agrees to save each owed by such Indemnified Party harmless from and against to any other Person; provided, that the Seller shall not be liable to pay any portion -------- of any such damages, losses, claims or liabilities with respect to or resulting from any delay in paying the gross negligence or omission to pay such taxes and feeswillful misconduct of an Indemnified Party or the breach of a Requirement of Law by an Indemnified Party.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool ReceivablesReceivables provided, provided that the Seller Company shall not pay for more than one audit per year unless a Termination Event or an Unmatured Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: : (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that at any time when no Termination Event exists and is continuing, the Seller shall not be required to pay for the costs and expenses of more than one such audit per year unless a Termination Event has occurred and is continuingyear) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: and (i) Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1to the Purchaser pursuant to Article VIII hereof, the Seller Parent agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, execution and delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents Agreement and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof)hereunder, including: (i) Attorney Costs , without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrator, the Issuer and their respective Affiliates and agents Purchaser with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents Purchaser as to their its rights and remedies under this Agreement Agreement, and the other Transaction DocumentsSellers agree, jointly and (ii) severally, to pay all reasonable costs and expenses expenses, if any (including Attorney Costsreasonable counsel fees and expenses), if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documentsdocuments to be delivered hereunder excluding, however, any costs of --------- ------- enforcement or collection of Transferred Receivables. (b) In addition, the Seller shall Sellers agree to pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees the Sellers, jointly and severally, agree 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 under Section 3.1Article X hereof, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by auditing and the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuingother activities contemplated in Section 5.01(c)) of this Agreement, the other Transaction Documents Agreement and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof)hereunder, including: (i) Attorney Costs , without limitation, the reasonable fees and out- of- pocket expenses of counsel for the AdministratorAgent, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorAgent, CNAI, the Issuer Conduit, Citibank and their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other Transaction DocumentsAgreement, and (ii) all reasonable costs and expenses expenses, if any (including Attorney Costsreasonable counsel fees and expenses), if any, of the AdministratorAgent, CNAI, the Issuer Purchasers, the Banks and their respective Affiliates and agents Affiliates, in connection with the enforcement of this Agreement and the other Transaction Documentsdocuments to be delivered hereunder. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and filing, recording or enforcement of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party harmless from and against any and all 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 under Section 3.1SECTION 3.1 hereof, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including including, without limitation, periodic internal audits by the Administrator auditing of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents Purchase and Sale Agreement, the Liquidity Asset Purchase Agreement, any asset purchase agreement, reimbursement agreement, letter of credit or similar agreement relating to the sale or transfer of interests in Purchased Interests and the other documents and agreements to be delivered hereunder (hereunder, and all reasonable costs and expenses in connection with of any amendment, modification or waiver or modification of any thereof)of the foregoing, including: (i) , without limitation, Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses expenses, if any (including including, without limitation, Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents agents, in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.13.1 hereof, the Seller agrees Sellers, jointly and severally, agree to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) pay, upon demand, all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including auditing Receivables prior to the Closing Date, periodic internal audits auditing of Receivables and the servicing thereof from and after the Closing Date, and any reasonable and customary fees from time to time payable to the Rating Agencies in connection with the transactions contemplated by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuingthis Agreement) of this AgreementAgreement and the other 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 and agreements to be delivered hereunder waiving of any provisions hereof or thereof (and all reasonable costs and expenses in connection with whether or not any such amendment, amendment and restatement, modification, supplement or waiver or modification of any thereofbecomes effective), including: (i) and including in all cases, without limitation, Attorney Costs for the AdministratorAgent, the Issuer Purchaser and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorAgent, the Issuer Purchaser and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses expenses, if any (including Attorney Costs), if any, of the AdministratorAgent, the Issuer Purchaser and their respective Affiliates and agents agents, in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller Sellers, jointly and severally, shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunderTransaction Documents, and agrees agree 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 under Section 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for Receivables but no more frequently than one audit per year annually unless (x) a Termination Event or Unmatured Termination Event has occurred and is continuingcontinuing or (y) in the opinion of the Administrator or any Purchaser Agent reasonable grounds for insecurity exist with respect to the collectibility of a material amount of the Pool Receivables or with respect to the Seller’s performance or ability to perform in any material respect its obligations under the Agreement) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.1Article X hereof, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by auditing and the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuingother activities contemplated in Section 5.01(c)) of this Agreement, the other Transaction Documents Agreement and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof)hereunder, including: (i) Attorney Costs , without limitation, the reasonable fees and out-of-pocket expenses of counsel for the AdministratorAgent, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorAgent, CNAI, the Issuer Conduit, Citibank and their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other Transaction DocumentsAgreement, and (ii) all reasonable costs and expenses expenses, if any (including Attorney Costsreasonable counsel fees and expenses), if any, of the AdministratorAgent, CNAI, the Issuer Purchasers, the Banks and their respective Affiliates and agents Affiliates, in connection with the enforcement of this Agreement and the other Transaction Documentsdocuments to be delivered hereunder. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and filing, recording or enforcement of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party harmless from and against any and all 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 under Section 3.19.01 hereof, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by auditing and the Administrator other activities contemplated in Section 5.02; provided, that so long as no Event of Pool ReceivablesTermination or Incipient Event of Termination shall have occurred and be continuing, provided that the liability of the Seller with respect to such periodic auditing during any one calendar year shall not pay for more than one audit per year unless a Termination Event has occurred and is continuingexceed $6,000) of this Agreement, the other Transaction Documents any Asset Purchase Agreement and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof)hereunder, including: (i) Attorney Costs , without limitation, the reasonable fees and out-of-pocket expenses of counsel for the AdministratorAgent, the Issuer Credit Lyonnais, Atlantic, and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorAgent, the Issuer Credit Lyonnais, Atlantic, and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction DocumentsAgreement, and (ii) all reasonable costs and expenses expenses, if any (including Attorney Costsreasonable counsel fees and expenses), if any, of the AdministratorAgent, Credit Lyonnais, the Issuer Investors, the Banks and their respective Affiliates and agents Affiliates, in connection with the enforcement of this Agreement and the other Transaction Documentsdocuments and agreements to be delivered hereunder. (b) In addition, the Seller shall pay on demand pay, to the extent not included in the calculation of Yield, (i) any and all stamp commissions of placement agents and dealers in respect of commercial paper notes issued by Atlantic to fund the purchase or maintenance of any Receivable Interest, and (ii) any and all costs and expenses of any issuing and paying agent or other similar taxes and fees payable Person responsible for the administration of Atlantic's commercial paper program in connection with the executionpreparation, deliverycompletion, filing and recording issuance, delivery or payment of this Agreement commercial paper notes issued to fund the purchase or the other documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party harmless from and against maintenance of any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and feesReceivable Interest.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section SECTION 3.1, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs for the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents as to their rights 26 28 and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrator, the Issuer each Purchaser Group and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents. (ba) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 under Section 3.13.1 hereof, the Seller agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including including, without limitation, periodic internal audits by the Administrator auditing of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents Purchase and Sale Agreement, the Liquidity Asset Purchase Agreement, any asset purchase agreement, reimbursement agreement, letter of credit or similar agreement relating to the sale or transfer of interests in Purchased Interests and the other documents and agreements to be delivered hereunder (hereunder, and all reasonable costs and expenses in connection with of any amendment, modification or waiver or modification of any thereof)of the foregoing, including: (i) , without limitation, Attorney Costs for the Administrator, the Issuer and their respective Affiliates and agents with respect thereto and with respect to advising the Administrator, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses expenses, if any (including including, without limitation, Attorney Costs), if any, of the Administrator, the Issuer and their respective Affiliates and agents agents, in connection with the enforcement of this Agreement and the other Transaction Documents. (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to 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 obligations of indemnification granted the Originator under Section 3.1ARTICLE IX, the Seller Originator agrees to pay on demand demand: (which demand shall be accompanied by documentation thereof in reasonable detaila) all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by auditing of the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the other Transaction Documents Loan and Servicing Agreement and the other documents and agreements to be delivered hereunder (and or in connection herewith, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Loan and Servicing Agreement and the other documents and agreements to be delivered hereunder or in connection with any amendment, waiver or modification herewith and the waiving of any provisions thereof), including: (i) and including in all cases, without limitation, Attorney Costs for the AdministratorCompany, the Issuer Lender and their respective Affiliates and agents with respect thereto and with respect to advising the AdministratorCompany, the Issuer Lender and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses expenses, if any (including Attorney Costs), if any, of the AdministratorCompany, the Issuer Lender and their respective Affiliates and agents agents, in connection with the enforcement of this Agreement and the other Transaction Documents.; and (b) In addition, the Seller shall pay on demand any and all stamp and other similar taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to save each Purchase and Sale 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 under Section 3.1, the Seller The Borrower agrees to pay on demand demand: (which demand shall be accompanied by documentation thereof in reasonable detaila) all reasonable out-of-pocket costs and expenses of the Agent in connection with the preparation, execution, execution and delivery and administration (including periodic internal audits by the Administrator of Pool Receivables, provided that the Seller shall not pay for more than one audit per year unless a Termination Event has occurred and is continuing) of this Agreement, the Notes, the other Transaction Loan Documents and the other documents and agreements to be delivered hereunder (hereunder, including the reasonable fees and all reasonable costs and out-of-pocket expenses in connection with any amendment, waiver or modification of any thereof), including: (i) Attorney Costs counsel for the Administrator, the Issuer and their respective Affiliates and agents Agent with respect thereto and with respect to advising the AdministratorAgent as to its rights and responsibilities under this Agreement, the Issuer and their respective Affiliates and agents as to their rights and remedies under this Agreement Notes and the other Transaction Loan Documents, and any modification, supplement or waiver of any of the terms of this Agreement or any other Loan Document, (iib) all reasonable costs and expenses (of any Lender, including Attorney Costs)reasonable legal fees and expenses, if any, of the Administrator, the Issuer and their respective Affiliates and agents in connection with the enforcement of or preservation of rights under this Agreement Agreement, the Notes and the other Transaction Documents. Loan Documents and (bc) In addition, the Seller shall pay on demand any reasonable costs and all stamp and other similar taxes and fees payable expenses incurred in connection with third party professional services required by the executionAgent such as appraisers, deliveryenvironmental consultants, filing accountants or similar Persons, provided that prior to any Event of Default hereunder, the Agent will first obtain the consent of the Borrower to such expense, which consent shall not be unreasonably withheld. Without prejudice to the survival of any other obligations of the Borrower hereunder and recording under the Notes, the obligations of the Borrower under this Section 12.04 shall survive the termination of this Agreement or the other documents or agreements to be delivered hereunder, replacement of the Agent 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 feesassignment of the Notes.