TO THE AGENT AN OFFICIAL
RECEIPT OR OTHER DOCUMENTATION SATISFACTORY TO THE AGENT EVIDENCING SUCH PAYMENT
TO SUCH AUTHORITY; AND
(C)
PAY TO THE RECIPIENT SUCH ADDITIONAL AMOUNT
OR AMOUNTS AS IS NECESSARY TO ENSURE THAT THE NET AMOUNT ACTUALLY RECEIVED BY
THE RECIPIENT WILL EQUAL THE FULL AMOUNT SUCH RECIPIENT WOULD HAVE RECEIVED HAD
NO SUCH WITHHOLDING OR DEDUCTION BEEN REQUIRED.
Moreover, if any Taxes are directly asserted against any recipient with respect
to any payment received by such recipient hereunder, the recipient may pay such
Taxes and the payor will promptly pay such additional amounts (including any
penalties, interest or expenses) as shall be necessary in order that the net
amount received by the recipient after the payment of such Taxes (including any
Taxes on such additional amount) shall equal the amount such recipient would
have received had such Taxes not been asserted.
If the payor fails to pay any Taxes when due to the appropriate taxing authority
or fails to remit to the recipient the required receipts or other required
documentary evidence, the payor shall indemnify the recipient for any
incremental Taxes, interest, or penalties that may become payable by any
recipient as a result of any such failure.
SECTION 9.4
OTHER COSTS AND EXPENSES; BREAKAGE
COSTS.
(A)
THE SPV AGREES, UPON RECEIPT OF A WRITTEN
INVOICE, TO PAY OR CAUSE TO BE PAID, AND TO SAVE THE INVESTORS, EACH CLASS AGENT
AND THE AGENT HARMLESS AGAINST LIABILITY FOR THE PAYMENT OF, ALL REASONABLE
OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEYS', ACCOUNTANTS' AND OTHER THIRD
PARTIES' FEES AND EXPENSES, ANY FILING FEES AND EXPENSES INCURRED BY OFFICERS OR
EMPLOYEES OF ANY INVESTOR, EACH CLASS AGENT AND/OR THE AGENT) OR INTANGIBLE,
DOCUMENTARY OR RECORDING TAXES INCURRED BY OR ON BEHALF OF THE ANY INVESTOR OR
THE AGENT (I) IN CONNECTION WITH THE PREPARATION, NEGOTIATION, EXECUTION AND
DELIVERY 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 THE PERFECTION OR PROTECTION OF THE
ASSET INTEREST) AND (II) FROM TIME TO TIME (A) RELATING TO ANY AMENDMENTS,
WAIVERS OR CONSENTS UNDER THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS,
(B) ARISING IN CONNECTION WITH ANY INVESTOR'S, ANY COLLATERAL AGENT'S OR THE
AGENT'S ENFORCEMENT OR PRESERVATION OF RIGHTS (INCLUDING THE PERFECTION AND
PROTECTION OF THE ASSET INTEREST UNDER THIS AGREEMENT), OR (C) ARISING IN
CONNECTION WITH ANY AUDIT, DISPUTE, DISAGREEMENT, LITIGATION OR PREPARATION FOR
LITIGATION INVOLVING THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS
(ALL OF SUCH AMOUNTS, COLLECTIVELY, "TRANSACTION COSTS").
(B)
THE SPV SHALL PAY EACH CLASS AGENT FOR THE
ACCOUNT OF THE RELATED INVESTORS, AS APPLICABLE, ON DEMAND, SUCH AMOUNT OR
AMOUNTS AS SHALL COMPENSATE SUCH INVESTORS FOR ANY LOSS (INCLUDING LOSS OF
PROFIT), COST OR EXPENSE INCURRED BY THE INVESTORS
(AS REASONABLY DETERMINED BY
THE AGENT) AS A RESULT OF ANY REDUCTION OF ANY PORTION OF INVESTMENT OTHER THAN
ON THE MATURITY DATE OF THE COMMERCIAL PAPER (OR OTHER FINANCING SOURCE) FUNDING
SUCH PORTION OF