Common use of Other Costs and Expenses Clause in Contracts

Other Costs and Expenses. (a) The Seller agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Purchaser harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, the out-of-pocket expenses payable by the Purchaser under Section 8.4 of the TAA) or intangible, documentary or recording taxes incurred by or on behalf of the Purchaser or any other Indemnified Party (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Purchaser’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents. (b) If the Seller fails to perform any of its agreements or obligations under this Agreement, following expiration of any applicable cure period, the Purchaser (or any assignee thereof) may (but shall not be required to) perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand therefor.

Other Costs and Expenses. (a) The Seller agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Purchaser harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, the out-of-pocket expenses payable by the Purchaser under Section 8.4 of the TAA) or intangible, documentary or recording taxes incurred by or on behalf of the Purchaser or any other Indemnified Party (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Purchaser’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents. (b) If the Seller fails to perform any of its agreements or obligations under this Agreement, following expiration of any applicable cure period, the Purchaser (or any assignee thereof) may (but shall not be required to) perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand therefor.

Other Costs and Expenses. (a) The Seller Purchaser agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Purchaser Lender, the Funding Agent and the Arranger harmless against liability for the payment of, all direct and reasonable out-of-out of pocket expenses (includingincluding legal advisers’, without limitationaccountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Lender, the out-of-pocket expenses payable by Funding Agent, or the Purchaser under Section 8.4 of the TAAArranger) or intangible, documentary or recording taxes incurred by or on behalf of the Purchaser Lender, the Funding Agent or any other Indemnified Party the Arranger in connection with: (i) in connection with the preparation, negotiation, execution, execution and delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto to this Agreement and thereto the other Transaction Documents and the transactions contemplated hereby or thereby by this Agreement and the other Transaction Documents (including, without limitation, including the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and Asset Interest); (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, ; (biii) arising in connection with the PurchaserLender’s or the Funding Agent’s enforcement or preservation of rights (including, without limitation, including the perfection and protection of the transfers of Receivables and Related Assets Asset Interest under this Agreement), or ; and (civ) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents, (all of such amounts, collectively, Transaction Costs). (b) If The Purchaser agrees to pay on demand all stamp and other Taxes (other than Excluded Taxes) and fees (including, interest, late payment fees and penalties) paid, payable or determined to be payable in connection with the Seller fails to perform execution, delivery, performance (including any sale of its agreements or obligations under Receivables), filing and recording of this Agreement, following expiration of any applicable cure period, the Purchaser (other Transaction Document or any assignee thereof) may (but shall not be required to) performother instrument, document or cause performance of, such agreement filed or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred delivered in connection therewith shall be payable by the Seller upon the Purchaser’s (with this Agreement or any such assignee’s) written demand thereforother Transaction Documents.

Other Costs and Expenses. (a) The Seller agreesIn addition to the rights of indemnification granted to the Indemnified Parties under Section 6.1 hereof, upon receipt of a written invoice, the Indemnifying Party shall pay to pay or cause to be paid, and to save the Purchaser harmless against liability Agent for the payment of, benefit of the Secured Parties on demand all reasonable costs and out-of-pocket expenses (including reasonable counsel fees and expenses) incurred in connection with (i) the preparation, execution, delivery, closing and administration of, and due diligence conducted in connection with this Agreement and the other Transaction Documents, the transactions contemplated hereby and the other documents to be delivered hereunder and thereunder, as set forth in (and subject to the limitations set forth in) Section 4 of the Engagement Agreement, (ii) the preparation, execution, delivery, closing and administration of any waiver or consent issued or amendment prepared in connection with this Agreement and the other Transaction Documents, the transactions contemplated hereby and the other documents to be delivered hereunder and thereunder, that is necessary or requested by any of the Lender or the Agent or made necessary or desirable as a result of the actions of any regulatory, tax, licensing or accounting body affecting the Lender, the Agent and any of their respective Affiliates, including, without limitation, the out-of-reasonable fees and out of pocket expenses payable by of counsel for the Purchaser under Section 8.4 Paying Agent, the Custodian, the Agent and the Lender with respect thereto, (iii) the Agent’s or the Lender’s auditors auditing the books and records and procedures of the TAAIndemnifying Party following the occurrence and during the continuance of an Unmatured Event of Default or an Event of Default, (iv) the Agent or intangiblethe Lender performing, documentary or recording taxes incurred by or on behalf causing the performance of, any obligation of the Purchaser relevant Indemnifying Party hereunder or under any other Indemnified Party Transaction Document upon the relevant Indemnifying Party’s failure to so perform, (iv) in connection with the negotiationdelivery of the AUP Letter and the performance of any and all duties, executionobligations and responsibilities thereunder and (vi) advising the Paying Agent and the Custodian and their respective assigns, delivery Affiliates, officers, directors, agents and preparation of employees as to their respective rights and remedies under this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder or in connection herewith or therewith. (b) The Indemnifying Party shall pay to the Agent for the benefit of the Secured Parties on demand any documents or instruments delivered pursuant hereto and thereto all costs and expenses of the Agent and the transactions contemplated hereby Lender, if any, including without limitation reasonable fees and expenses of attorneys, appraisers, engineers, investment bankers, surveyors or thereby (includingother experts, without limitationin connection with UCC searches, recording, title examination, the perfection enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or protection workout of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction DocumentsDocuments or such documents. (c) The Indemnifying Party shall pay to the Agent for the benefit of the Lender, (b) arising within ten Business Days from Agent’s written demand therefor, any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the Purchaser’s enforcement or preservation execution, delivery, filing and recording of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents. (b) If the Seller fails to perform any of its agreements or obligations under this Agreement, following expiration of any applicable cure period, other Transaction Document or the Purchaser (or any assignee thereof) may (but shall not other documents to be required to) perform, or cause performance of, such agreement or obligation, delivered hereunder and the reasonable expenses of the Purchaser (or any such assignee) incurred in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand thereforthereunder.

Other Costs and Expenses. (a) The Seller Parent agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Purchaser Agent and the other Secured Parties harmless against liability for the payment of, all reasonable out-of-pocket expenses (includingincluding attorneys’, without limitationaccountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Facility Lender and/or the out-of-pocket expenses payable by the Purchaser under Section 8.4 of the TAAAgent) or intangible, documentary or recording taxes incurred by or on behalf of any Facility Lender or the Purchaser or any other Indemnified Party Agent (i) in connection with the preparation, negotiation, execution, execution and delivery and preparation of this Agreement, the other Transaction Documents, the other Supported Documents and any documents or instruments each other document and instrument delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (includingand thereby, without limitation, the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (aA) relating to any amendmentseach amendment, waivers or consents waiver and consent under this Agreement Agreement, the other Transaction Documents and the other Transaction Supported Documents, (bB) arising in connection with any Facility Lender’s or the PurchaserAgent’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under this Agreement), or the other Transaction Documents and the other Supported Documents, and (cC) arising in connection with any each audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any Agreement, each of the other Transaction Documents and each of the other Supported Documents. (b) If The Parent hereby agrees to pay on demand all stamp and other Taxes (other than Excluded Taxes) and fees (including interest, late payment fees and penalties) paid, payable or determined to be payable in connection with the Seller fails to perform execution, delivery, performance (including any sale of its agreements or obligations under Receivables), filing and recording of this Agreement, following expiration of any applicable cure period, the Purchaser (other Transaction Document or any assignee thereof) may (but shall not be required to) performother instrument, document or cause performance of, such agreement filed or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred delivered in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand therefortherewith.

Other Costs and Expenses. (a) The Seller Parent agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Purchaser Agent and the other Secured Parties harmless against liability for the payment of, all reasonable out-of-pocket expenses (includingincluding attorneys’, without limitationaccountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Lender and/or the out-of-pocket expenses payable by the Purchaser under Section 8.4 of the TAAAgent) or intangible, documentary or recording taxes incurred by or on behalf of any Lender or the Purchaser or any other Indemnified Party Agent (i) in connection with the preparation, negotiation, execution, execution and delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (includingthereby, without limitation, the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (aA) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (bB) arising in connection with any Lender’s or the PurchaserAgent’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under this Agreement)Agreement or the other Transaction Documents, or (cC) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents. (b) If The Parent hereby agrees to pay on demand all stamp and other Taxes (other than Excluded Taxes) and fees (including late payment fees and penalties) paid, payable or determined to be payable in connection with the Seller fails to perform execution, delivery, performance (including any sale of its agreements or obligations under this Receivables), filing and recording of the Agreement, following expiration of any applicable cure period, the Purchaser (other Transaction Document or any assignee thereof) may (but shall not be required to) performother instrument, document or cause performance of, such agreement filed or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred delivered in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand therefortherewith.

Other Costs and Expenses. Subject to Section 14, the District agrees to pay on demand (a) The Seller agrees, upon receipt as part of a written invoice, to pay or cause to be paid, and to save the Purchaser harmless against liability for costs of issuance of the payment ofSeries 2018 Bond, all reasonable out-of-pocket costs and expenses (including, without limitation, the out-of-pocket expenses payable by the Purchaser under Section 8.4 of the TAA) or intangible, documentary or recording taxes incurred by or on behalf of the Purchaser or any other Indemnified Party (i) Bank in connection with the negotiationpreparation, execution, delivery and preparation administration of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Financing Documents, and all other instruments and documents to be delivered under or in connection with this Agreement, including the reasonable fees and expenses of counsel ( ); (b) arising all reasonable costs and expenses of the Bank in conne dments to this Agreement and the other Financing Documents, and all other instruments and documents delivered under or in connection with this Agreement (including, but not limited to, an amendment fee in an amount equal to in connection with each amendment (the “Amendment Fee”)) and also including the reaso es and expenses of counsel (in an amount to be determined and mutually agreed upon at the time of such amendment, provided that such fees and expenses shall not exceed in connection with any such amendment); and (c) all reasonable costs and expense Bank upon or following the occurrence of a Default or Event of Default, including in connection with the Purchaser’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents. (b) If the Seller fails Financing Document, and all other instruments and documents to perform any of its agreements be delivered under or obligations under in connection with this Agreement, following expiration including the reasonable fees and expenses of any applicable cure period, the Purchaser (or any assignee thereof) may (but shall not be required to) perform, or cause performance of, such agreement or obligation, counsel and the reasonable fees and expenses of appraisers, accountants, and other professionals. With respect to clause (c) above, such costs and expenses shall include all costs and expenses (including the Purchaser (or any such assigneereasonable fees and expenses of counsel for the Bank) incurred in connection therewith shall be payable by with: (A) the Seller upon protection, exercise or enforcement of the PurchaserBank’s rights with respect to the Trust Estate and the Pledged Amounts for the Series 2018 Bond; and (B) the assertion, protection, exercise or enforcement of the Bank’s rights in any such assignee’sproceeding under the United States Bankruptcy Code, including without limitation the preparation, filing and prosecution of (i) written demand therefor.proofs of claim, (ii) motions for relief from the automatic stay, (iii) motions for adequate protection and

Other Costs and Expenses. (a) The Seller agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Purchaser harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, the out-of-pocket expenses payable by the Purchaser under Section 8.4 of the TAA) or intangible, documentary or recording taxes incurred by or on behalf of the Purchaser or any other Indemnified Party (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Purchaser’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under ​ this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents.. ​ (b) If the Seller fails to perform any of its agreements or obligations under this Agreement, following expiration of any applicable cure period, the Purchaser (or any assignee thereof) may (but shall not be required to) perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand therefor.. ​

Other Costs and Expenses. (a) The Seller agreesEach of the Company and Parent acknowledges that the agreements contained in this Section 11.04 are an integral part of the transactions contemplated by this Agreement and that, upon receipt without these agreements, none of a written invoicethe Company, Parent or Merger Subsidiary would enter into this Agreement. Accordingly, if the Company or Parent fails promptly to pay any amount due to Parent or cause the Company, as applicable, pursuant to be paidthis Section 11.04, such party shall also pay any costs and to save the Purchaser harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, the out-of-pocket expenses payable by the Purchaser under Section 8.4 of the TAA) or intangible, documentary or recording taxes incurred by Parent or on behalf of Merger Subsidiary or the Purchaser or any other Indemnified Party (i) Company, as applicable, in connection with a legal action to enforce this Agreement that results in a judgment against the negotiationCompany or Parent, executionas applicable, delivery and preparation for such amount, together with interest on the amount of any unpaid fee, cost or expense at the publicly announced prime rate of Citibank, N.A. from the date such fee, cost or expense was required to be paid to (but excluding) the payment date. Notwithstanding anything to the contrary in this Agreement, except in the case of fraud, if either the Termination Fee or Antitrust Termination Fee is required to be paid as a result of termination of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection then Parent’s receipt of the PurchaserTermination Fee or the Company’s ownership receipt of Receivables the Antitrust Termination Fee, as applicable, pursuant to this Section 11.04 shall be the sole and Related Assets with respect theretoexclusive remedy (whether at law, in equity, in contract, tort or otherwise) of Parent and its Affiliates against the Company or any of its shareholders, directors, officers, agents or other Affiliates or Representatives (in the case of the Termination Fee) or the Company and its Affiliates against Parent or any of its respective shareholders, directors, officers, agents or other Affiliates or Representatives (in the case of the Antitrust Termination Fee) for (x) any and all liabilities and damages incurred or suffered as a result of the failure of the Merger to be completed and (iiy) from time to time (a) relating to any amendments, waivers and all other liabilities and damages incurred or consents suffered as a result of or under this Agreement and the other Transaction Documentstransactions contemplated by this Agreement, and (b1) arising in connection with the Purchaser’s enforcement or preservation of rights (including, without limitation, the perfection and protection upon payment of the transfers Termination Fee in accordance with this Section 11.04, neither the Company nor any of Receivables and Related Assets under this Agreement)its shareholders, directors, officers, agents or (c) other Affiliates or Representatives, shall have any further liability or obligation relating to or arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving out of this Agreement or any the transactions contemplated by this Agreement or (2) upon payment of the other Transaction Documents. (b) If the Seller fails to perform Antitrust Termination Fee in accordance with this Section 11.04, neither Parent nor any of its agreements shareholders, directors, officers, agents or obligations under other Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, following expiration ; provided that if (A) Parent or Merger Subsidiary receives any payments from the Company in respect of any applicable cure periodbreach of this Agreement and thereafter Parent receives the Termination Fee pursuant to this Section 11.04 or (B) the Company receives any payments from Parent or Merger Subsidiary in respect of any breach of this Agreement and thereafter the Company receives the Antitrust Termination Fee pursuant to this Section 11.04, the Purchaser (amount of such Termination Fee or Antitrust Termination Fee, as applicable, shall be reduced by the aggregate amount of such payments made by the party paying the Termination Fee or Antitrust Termination fee, as applicable, in respect of any assignee thereof) may (but such breaches; and, provided further, that the foregoing shall not be required to) performimpair the rights of Parent or the Company, or cause performance ofif any, such agreement or obligation, and the reasonable expenses to obtain injunctive relief pursuant to Section 11.13 prior to any termination of the Purchaser (or any such assignee) incurred in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand thereforthis Agreement.

Other Costs and Expenses. (a) The Seller Purchaser agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Purchaser Facility Lenders and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (includingincluding attorneys’, without limitationaccountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Facility Lender and/or the out-of-pocket expenses payable by the Purchaser under Section 8.4 of the TAAAgent) or intangible, documentary or recording taxes incurred by or on behalf of the Purchaser Facility Lenders or any other Indemnified Party the Agent (i) in connection with the preparation, negotiation, execution, execution and delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments each document and instrument delivered pursuant hereto and thereto and the transactions contemplated hereby or and thereby (including, without limitation, the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (aA) relating to any amendmentseach amendment, waivers or waiver and consents under this Agreement and the other Transaction Documents, (bB) arising in connection with the PurchaserFacility Lenders’ and the Agent’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under this Agreement)Agreement and the other Transaction Documents, or and (cC) arising in connection with any each audit, investigation, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any and each of the other Transaction Documents. (b) If The Purchaser hereby agrees to pay on demand all stamp and other Taxes (other than Excluded Taxes) and fees (including, interest, late payment fees and penalties) paid, payable or determined to be payable in connection with the Seller fails to perform execution, delivery, performance (including any sale of its agreements or obligations under this Receivables), filing and recording of the Agreement, following expiration of any applicable cure period, the Purchaser (other Transaction Document or any assignee thereof) may (but shall not be required to) performother instrument, document or cause performance of, such agreement filed or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred delivered in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand therefortherewith.

Other Costs and Expenses. (a) The Seller Borrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Purchaser Liquidity Banks, the Agent, the Administrator and each Program Support Provider harmless against liability for the payment of, all reasonable out-of-pocket expenses (includingincluding attorneys’, without limitationaccountants’ and other third parties’ fees and expenses, the out-of-pocket any filing fees and expenses payable incurred by the Purchaser under Section 8.4 officers or employees of the TAAeach such Person) or intangible, documentary or recording taxes incurred by or on behalf of the Purchaser or any other Indemnified Party such Person (i) in connection with the preparation, negotiation, execution, execution and delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (includingthereby, without limitation, the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (aA) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (bB) arising in connection with any Liquidity Bank’s or the PurchaserAgent’s enforcement or preservation of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under this Agreement)rights, or (cC) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, “Transaction Costs”). (b) If The Borrower hereby agrees to pay on demand all stamp and other Taxes (other than Excluded Taxes) and fees (including, interest, late payment fees and penalties) paid, payable or determined to be payable in connection with the Seller fails to perform execution, delivery, performance (including any sale of its agreements or obligations under this Receivables), filing and recording of the Agreement, following expiration of any applicable cure period, the Purchaser (other Transaction Document or any assignee thereof) may (but shall not be required to) performother instrument, document or cause performance of, such agreement filed or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred delivered in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand therefortherewith.

Other Costs and Expenses. (a) The Seller Company agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Purchaser CP Lender and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (includingincluding attorneys’, without limitationaccountants’ and other third parties’ fees and expenses, the out-of-pocket any filing fees and expenses payable incurred by the Purchaser under Section 8.4 officers or employees of the TAACP Lender and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Purchaser CP Lender or any other Indemnified Party the Agent (i) in connection with the preparation, negotiation, execution, execution and delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, including the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) Asset Interest), and (ii) from time to time (aA) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (bB) arising in connection with the PurchaserCP Lender’s or the Agent’s enforcement or preservation of rights (including, without limitation, including the perfection and protection of the transfers of Receivables and Related Assets Asset Interest under this Agreement), or (cC) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, “Transaction Costs”). (b) If The Company hereby agrees to pay on demand all stamp and other Taxes (other than Excluded Taxes) and fees (including, interest, late payment fees and penalties) paid, payable or determined to be payable in connection with the Seller fails to perform execution, delivery, performance (including any sale of its agreements or obligations under this Receivables), filing and recording of the Agreement, following expiration of any applicable cure period, the Purchaser (other Transaction Document or any assignee thereof) may (but shall not be required to) performother instrument, document or cause performance of, such agreement filed or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred delivered in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand therefortherewith.

Other Costs and Expenses. (a) The Seller agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Purchaser harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, the out-of-pocket expenses payable by the Purchaser under Section 8.4 of the TAA) or intangible, documentary or recording taxes incurred by or on behalf of the Purchaser or any other Indemnified Party (i) in connection with the negotiation, execution, delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchaser’s 's ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (b) arising in connection with the Purchaser’s 's enforcement or preservation of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents. (b) If the Seller fails to perform any of its agreements or obligations under this Agreement, following expiration of any applicable cure period, the Purchaser (or any assignee thereof) may (but shall not be required to) perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred in connection therewith shall be payable by the Seller upon the Purchaser’s 's (or any such assignee’s's) written demand therefor.

Other Costs and Expenses. (a) The Seller agreesIn addition to the rights of indemnification granted to the Back-up Servicer, upon receipt of a written invoicethe Custodian, the Paying Agent, the Agent, the Lender and the other Indemnified Parties under Section 8.1 hereof, the Borrower shall pay to pay or cause to be paidthe Agent, the Lender, the Back-up Servicer, Custodian, Paying Agent, and to save the Purchaser harmless against liability for the payment ofBack-up Servicer, as successor Servicer, on demand all reasonable out-of-pocket costs and expenses (including reasonable counsel fees and expenses) incurred in connection with (i) the preparation, execution, delivery, closing and administration of, and due diligence conducted in connection with, this Agreement and the other Transaction Documents, the transactions contemplated hereby and the other documents to be delivered hereunder and thereunder, (ii) the preparation, execution, delivery, closing and administration of any waiver or consent issued or amendment prepared in connection with this Agreement and the other Transaction Documents, the transactions contemplated hereby and the other documents to be delivered hereunder and thereunder, that is necessary or requested by any of the Borrower, the Seller, the Servicer, the Lender or the Agent or made necessary or desirable as a result of the actions of any regulatory, tax, licensing or accounting body affecting the Lender, the Agent or any of their respective Affiliates, or which is related to an Event of Default, including, without limitation, the outfees and expenses of counsel for the Back-up Servicer (acting in its capacity as Back-up Servicer or successor Servicer), the Custodian, the Paying Agent, the Agent and the Lender with respect thereto, (iii) any audit performed pursuant to Section 5.1(e) of this Agreement, (iv) the Agent or the Lender performing, or causing the performance of-pocket expenses payable by the Purchaser under Section 8.4 , any obligation of the TAABorrower, the Servicer or the Seller hereunder or under any other Transaction Document upon such Person’s failure to so perform, (v) or intangible, documentary or recording taxes incurred by or on behalf the delivery of the Purchaser or AUP Letter and the performance of any other Indemnified Party and all duties, obligations and responsibilities thereunder, and (ivi) advising the Back-up Servicer in connection with the negotiationBack-up Servicer’s assumption of the Servicer’s obligations hereunder and under the Transaction Documents and advising the Back-up Servicer, executionthe Custodian, delivery and preparation of the Paying Agent, and their respective assigns, Affiliates, officers, directors, agents and employees as to their respective rights and remedies under this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder or in connection herewith or therewith. (b) The Borrower shall pay to the Agent on demand any documents or instruments delivered pursuant hereto and thereto all out-of-pocket costs and expenses of the Agent and the transactions contemplated hereby Lender, if any, including without limitation fees and expenses of attorneys, appraisers, engineers, investment bankers, surveyors or thereby (includingother experts, without limitationin connection with UCC searches, the perfection enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or protection workout of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and (ii) from time to time (a) relating to any amendments, waivers or consents under this Agreement and the other Transaction DocumentsDocuments or such documents, or the administration of this Agreement and the other Transaction Documents following an Event of Default. (bc) arising The Borrower shall pay, within ten (10) Business Days following the Agent’s written demand therefor, any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the Purchaser’s enforcement or preservation execution, delivery, filing and recording of rights (including, without limitation, the perfection and protection of the transfers of Receivables and Related Assets under this Agreement), or (c) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents. (b) If the Seller fails to perform any of its agreements or obligations under this Agreement, following expiration of any applicable cure period, other Transaction Document or the Purchaser (or any assignee thereof) may (but shall not other documents to be required to) perform, or cause performance of, such agreement or obligation, delivered hereunder and the reasonable expenses of the Purchaser (or any such assignee) incurred in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand thereforthereunder.

Other Costs and Expenses. (a) The Seller Borrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Purchaser Liquidity Bxxxx and the Agent harmless against liability for the payment of, all reasonable out-of-out of pocket expenses (includingincluding attorneys’, without limitationaccountants’ and other third parties’ fees and expenses, the out-of-pocket any filing fees and expenses payable incurred by the Purchaser under Section 8.4 officers or employees of the TAAConduit and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Purchaser Conduit or any other Indemnified Party the Agent: (i) in connection with the preparation, negotiation, execution, execution and delivery and preparation of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, including the perfection or protection of the Purchaser’s ownership of Receivables and Related Assets with respect thereto) and Asset Interest); and (ii) from time to time time: (aA) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, ; (bB) arising in connection with any Liquidity Bank’s or the PurchaserAgent’s enforcement or preservation of rights (including, without limitation, including the perfection and protection of the transfers of Receivables and Related Assets Asset Interest under this Agreement), or ; or (cC) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, “Transaction Costs”). (b) If The Borrower hereby agrees to pay on demand all stamp and other Taxes (other than Excluded Taxes) and fees (including, interest, late payment fees and penalties) paid, payable or determined to be payable in connection with the Seller fails to perform execution, delivery, performance (including any sale of its agreements or obligations under this Receivables), filing and recording of the Agreement, following expiration of any applicable cure period, the Purchaser (other Transaction Document or any assignee thereof) may (but shall not be required to) performother instrument, document or cause performance of, such agreement filed or obligation, and the reasonable expenses of the Purchaser (or any such assignee) incurred delivered in connection therewith shall be payable by the Seller upon the Purchaser’s (or any such assignee’s) written demand therefortherewith.