SUCH PARTICIPATION, DISCLOSE TO PARTICIPANTS AND
POTENTIAL PARTICIPANTS ANY INFORMATION RELATING TO THE SELLER, SERVICER OR ANY
ORIGINATOR, INCLUDING THE RECEIVABLES, FURNISHED TO CIESCO OR THE AGENT BY OR ON
BEHALF OF THE SELLER; PROVIDED THAT, PRIOR TO ANY SUCH DISCLOSURE, SUCH
PARTICIPANT OR POTENTIAL PARTICIPANT AGREES TO PRESERVE THE CONFIDENTIALITY OF
ANY SUCH INFORMATION WHICH IS CONFIDENTIAL IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 10.06 HEREOF.
ANY INTEREST SOLD BY CIESCO TO A BANK OR ITS DESIGNEE
UNDER THE ASSET PURCHASE AGREEMENT SHALL NOT BE CONSIDERED A PARTICIPATION FOR
THE PURPOSE OF THIS SECTION 10.03(H) (AND THE BANK OR ITS DESIGNEE SHALL NOT BE
CONSIDERED A PARTICIPANT AS A RESULT THEREOF).
SECTION 10.04.
COSTS AND EXPENSES.
(A)
IN ADDITION TO THE RIGHTS OF
INDEMNIFICATION GRANTED UNDER SECTION 9.01 HEREOF, THE SELLER AGREES TO PAY ON
DEMAND (I) ALL REASONABLE COSTS AND EXPENSES INCURRED IN CONNECTION WITH
PERIODIC AUDITING AND THE OTHER ACTIVITIES CONTEMPLATED PURSUANT TO SECTION
5.02, (II) ALL REASONABLE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE
PREPARATION, EXECUTION, DELIVERY AND ADMINISTRATION OF THIS AGREEMENT, ANY ASSET
PURCHASE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET EXPENSES OF COUNSEL FOR THE
AGENT, CNAI, CIESCO AND CITIBANK WITH RESPECT THERETO AND WITH RESPECT TO
ADVISING THE AGENT, CNAI, CIESCO AND CITIBANK AS TO THEIR RIGHTS AND REMEDIES
UNDER THIS AGREEMENT, (III) ALL REASONABLE PRE-CLOSING DUE-DILIGENCE EXPENSES,
AND (IV) ALL COSTS AND EXPENSES (INCLUDING REASONABLE COUNSEL FEES AND EXPENSES)
OF THE AGENT, CNAI, THE INVESTORS AND THE BANKS IN CONNECTION WITH THE
ENFORCEMENT OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
(B)
IN ADDITION, THE SELLER SHALL PAY (I) TO THE EXTENT NOT INCLUDED
IN THE CALCULATION OF YIELD, ANY AND ALL COMMISSIONS OF PLACEMENT AGENTS AND
DEALERS IN RESPECT OF
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PROMISSORY NOTES ISSUED TO FUND THE PURCHASE OR MAINTENANCE OF ANY RECEIVABLE
INTEREST, (II) ANY AND ALL COSTS AND EXPENSES OF ANY ISSUING AND PAYING AGENT OR
OTHER PERSON RESPONSIBLE FOR THE ADMINISTRATION OF CIESCO'S PROMISSORY NOTES
PROGRAM IN CONNECTION WITH THE PREPARATION, COMPLETION, ISSUANCE, DELIVERY OR
PAYMENT OF PROMISSORY NOTES ISSUED TO FUND THE PURCHASE OR MAINTENANCE OF ANY
RECEIVABLE INTEREST, AND (III) ANY AND ALL LIQUIDATION FEES.
SECTION 10.05.
NO PROCEEDINGS; WAIVER OF CONSEQUENTIAL DAMAGES.
(A)
EACH OF
THE SELLER, THE AGENT, THE SERVICER, EACH ORIGINATOR, EACH INVESTOR, EACH BANK,
EACH ASSIGNEE OF A RECEIVABLE INTEREST OR ANY INTEREST THEREIN AND EACH ENTITY
WHICH ENTERS INTO A COMMITMENT TO PURCHASE RECEIVABLE INTERESTS OR INTERESTS
THEREIN HEREBY AGREES THAT IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER
PERSON IN INSTITUTING AGAINST, CIESCO ANY PROCEEDING OF THE TYPE REFERRED TO IN
SECTION 7.01(G) SO LONG AS ANY COMMERCIAL PAPER OR OTHER SENIOR INDEBTEDNESS
ISSUED BY CIESCO SHALL BE OUTSTANDING OR THERE SHALL NOT HAVE ELAPSED ONE YEAR
PLUS ONE DAY SINCE THE LAST DAY ON WHICH ANY SUCH COMMERCIAL PAPER OR OTHER
SENIOR INDEBTEDNESS SHALL HAVE BEEN OUTSTANDING.
(B)
EACH OF THE SERVICER, THE SELLER AND EACH ORIGINATOR AGREE THAT