The Originator agrees to pay or cause to be paid, and to save the Buyer and each Financing Party harmless against liability for the payment of: all reasonable out-of-pocket expenses (including attorneys’ fees and expenses of counsel to the Administrative Agent and accountants’ and other third parties’ fees and expenses) incurred by or on behalf of the Buyer or such Financing Party in connection with (i) the negotiation, execution, delivery and preparation of this Agreement and the Transaction Documents, (ii) any amendments, waivers or consents under the Transaction Documents, or (iii) the Buyer’s and the Financing Parties’ enforcement or preservation of their respective rights (including the perfection and protection of the Receivables) under the Transaction Documents; provided , that the amount of legal fees payable by Originator under this Section 7.01 (and by the Buyer under this Section 10.01 of the Receivables Purchase Agreement) in connection with the negotiation, execution, delivery and preparation of this Agreement and the Transaction Documents through the Closing Date shall not exceed $150,000. The Originator further agrees to timely pay any and all present and future Direct Taxes to the relevant Governmental Authority in accordance with applicable Law and, without limitation of such obligation, shall, and does hereby, indemnify the Buyer and each Financing Party, for the full amount of any Direct Taxes payable by such Person and any reasonable expenses arising therefrom or with respect thereto, whether or not such Direct Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. All amounts due to the Buyer or any Financing Party under this Section 7.01 shall be payable promptly (and in any event within thirty days) following receipt of a written invoice therefor together with reasonable supporting documentation.