Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay on to the Lender promptly after written demand thereof (ai) all reasonable out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Agent Lender in connection with the preparation, execution and delivery (including any 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 reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said outside counsel)), incurred by the Lender in connection with the preparation, execution, delivery and administration of, and any amendment to, to any of the Facility Documents after the date hereof and the enforcement of this Agreement, Agreement and the Committed Notes other agreements and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs after the occurrence of staff counsel) incurred by the Agent and each Lender in connection with the enforcement an Event of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementTermination.

Costs, Expenses and Taxes. The Company (a) In addition to the rights of indemnification granted to the Backup Servicer (whether in its capacity as Backup Servicer or successor Servicer), the Custodian, the Lender’s Bank, the Lender and its Affiliates under Section 8.01 hereof, the Borrower agrees to pay on demand (a) all reasonable out-of-pocket (and reasonably documented) costs and expenses of the Agent (including Backup Servicer, the reasonable fees Custodian, the Lender’s Bank and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), Lender incurred in connection with the preparation, execution, execution or delivery and administration of, and or any waiver or consent issued or amendment toprepared in connection with, this Agreement, the Committed Notes other Transaction Documents and all the other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) or therewith or incurred by the Agent and each Lender in connection with the enforcement any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith that is necessary or requested (and, with respect to the Committed Notes Lender, actually entered into) by any of the Borrower, the Servicer, the Lender or any such other instruments made necessary or documents. Each Lender agrees to reimburse desirable as a result of the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) actions of any such costs regulatory, tax or expenses incurred by accounting body affecting the Agent on behalf Lender and its Affiliates, or which is related to an Event of all Default, including, without limitation, the Lenders and not paid by the Obligors other than any reasonable fees and out-of-pocket expenses of counsel for the Agent which exceed Backup Servicer, the amount which Custodian, the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent Lender’s Bank and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection Lender with respect thereto and with respect to advising the execution, delivery and enforcement of this AgreementBackup Servicer, the borrowings hereunderCustodian, the issuance of Lender’s Bank and the Committed Notes (if any) or Lender as to their respective rights and remedies under this Agreement and the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, exceptand all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Backup Servicer, the Custodian, the Lender’s Bank or the Lender in each case, any such Taxes that are Other Connection Taxes imposed connection with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination enforcement of this AgreementAgreement and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. The Company In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent (in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of a single counsel for the Facility Agent (with respect thereto and of local counselwith respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if anyany (including reasonable counsel fees and expenses), who may be retained by said counsel))of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the preparation, execution, delivery enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and administration of, the other documents and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or agreements to be delivered hereunder or with respect hereto; provided that in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs the case of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In additionAgents, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from other than the Facility Agent, such reimbursement shall be limited to one counsel for all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery such Agents and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementLenders.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lead Arrangers (including the reasonable and documented fees and out-of-pocket expenses charges of a single counsel for the Administrative Agent (and the Lead Arrangers and of local counsel, if any, who may be retained by said such counsel)), ) in connection with the preparation, execution, execution and delivery and administration of, and any amendment to, of this Agreement, the Committed Notes other Loan Documents and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendments, supplements or waivers to any Loan Documents), and (b) all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees fees, court costs and other legal expenses and allocated costs of staff counselexpenses) incurred by the Administrative Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes other Loan Documents or any such other instruments or documents. Each Lender agrees to reimburse documents during the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) existence of any such costs Event of Default or expenses incurred by the Agent on behalf Unmatured Event of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseDefault. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold save the Agent Administrative Agent, the Lead Arrangers and the Lenders harmless from all liability for, (a) any stampstamp court, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments Loan Document or documents any other document provided for herein or delivered or to be delivered hereunder or in connection herewithherewith and (b) any fees of the Company’s auditors and, except, in each caseif an Event of Default or Unmatured Event of Default exists, any such Taxes that are Other Connection Taxes imposed costs and expenses of the Administrative Agent or any Lender in connection with respect any reasonable exercise by the Administrative Agent or any Lender of its rights pursuant to an assignment or participationSection 10.2. All obligations provided for in this Section 12.5 14.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes Notes, cancellation or expiration of the Letters of Credit and any termination of this Agreement.

Costs, Expenses and Taxes. The Company (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay on to the Program Agent and each Managing Agent promptly after written demand thereof (ai) all reasonable out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Program Agent, provided that if an Event of Termination shall have occurred and be continuing or the results of the previous audits were not complete and reasonably acceptable to the Program Agent, then the Borrower shall be responsible for a second audit during such period, and (ii) all reasonable costs and expenses of the Program Agent and each Managing Agent in connection with the preparation, execution and delivery (including any 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 reasonable fees and out-of- pocket expenses of special 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 Lenders as to their respective rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said outside counsel)), incurred by the Program Agent and each Managing Agent in connection with the preparation, execution, delivery and administration of, and any amendment to, to any of the Facility Documents after the date hereof and the enforcement of this Agreement, Agreement and the Committed Notes other agreements and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs after the occurrence of staff counsel) incurred by the Agent and each Lender in connection with the enforcement an Event of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementTermination.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, executionissuance, delivery delivery, filing, recording, and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or Loans and any such other instruments or documents. Each Lender agrees to reimburse documents which may be delivered in connection with this Agreement, including, without limitation, the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent which exceed incurred in connection with the amount preparation and negotiation of this Agreement, the Loans and any document delivered in connection therewith and all reasonable costs and expenses incurred by the Administrative Agent (and, in the case of clause (c) or (d) below, any Lender) (including reasonable fees and out of pocket expenses of counsel) in connection with (a) with the use of Intralinks Inc., SyndTrak or other similar information transmission systems in connection with the Loan Documents, (b) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement and the Loans, (c) any and all amounts which the Company Administrative Agent or any Lender has paid relative to the Administrative Agent’s or such Lender’s curing of any Event of Default resulting from the acts or omissions of the Borrower under this Agreement or any other Loan Document, (d) the enforcement of, or protection of rights under, this Agreement or any other Loan Document (whether through negotiations, legal proceedings or otherwise) or (e) any waivers or consents or amendments to or in respect of this Agreement, the other Loan Documents or the Borrower has agreed with Loans requested by the Agent to reimburseBorrower. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees Borrower shall pay any and all stamp and other taxes and fees payable or determined to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery delivery, filing and enforcement recording of this Agreement, the borrowings Loans or any of such other documents, and agree to save the Administrative Agent and the 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 fees. Without prejudice to the survival of any other agreement of the Borrower hereunder, the issuance agreements and obligations of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for Borrower contained in this Section 12.5 shall survive repayment the payment in full of the Committed Loans, cancellation Obligations and the termination of the Committed Notes or any termination of this AgreementAggregate Commitments.

Costs, Expenses and Taxes. The Company (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay on to the Program Agent and each Managing Agent promptly after written demand thereof (ai) all reasonable out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Program Agent, provided that if an Event of Termination shall have occurred and be continuing or the results of the previous audits were not complete and reasonably acceptable to the Program Agent, then the Borrower shall be responsible for a second audit during such period, provided, further that in connection with any increase of the Aggregate Commitment pursuant to Section 2.03(b) or 2.03(c) of this Agreement, the Borrower shall be responsible for the reasonable costs and expenses incurred in connection with one additional audit performed in connection therewith so long as such additional audit occurs after January 1, 2011, and (ii) all reasonable costs and expenses of the Program Agent and each Managing Agent in connection with the preparation, execution and delivery (including any 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 reasonable fees and out-of- pocket expenses of special 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 Lenders as to their respective rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said outside counsel)), incurred by the Program Agent and each Managing Agent in connection with the preparation, execution, delivery and administration of, and any amendment to, to or maintenance or waiver of any of the Facility Documents after the date hereof and the enforcement of this Agreement, Agreement and the Committed Notes other agreements and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs after the occurrence of staff counsel) incurred by the Agent and each Lender in connection with the enforcement an Event of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementTermination.

Costs, Expenses and Taxes. The Company agrees to pay on demand or reimburse the Agents for paying: (ai) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), Agents in connection with (A) the preparation, execution, delivery delivery, and administration ofof this Agreement and the other Loan Papers, and any amendment toincluding, this Agreementwithout limitation, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agents with respect thereto and with respect to advising the Agents as to their respective Rights and responsibilities under this Agreement and the other Loan Papers, and (B) any amendment, modification, supplement, or waiver of any of the terms of this Agreement (limited in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as counsel to the Paying Agent which exceed and the amount which Banks, one firm of aviation counsel, and, if necessary, a single local counsel in each appropriate jurisdiction), and (ii) all reasonable costs and expenses of the Company Banks and the Agents (including reasonable counsel’s fees, and including reasonable allocated in-house counsel fees for any Bank or the Borrower has agreed any Agent) in connection with the enforcement of this Agreement and the other Loan Papers (limited in the case of legal fees and expenses, to one firm of outside counsel, one firm of aviation counsel, and, if necessary, a single local counsel in each appropriate jurisdiction to the Paying Agent and the Banks, taken as a whole (and, in each case, in the case of an actual or perceived conflict of interest, an additional counsel to reimburseall such similarly situated affected parties)). In addition, without duplication of the provisions of Section 5.4, each Obligor agrees Company shall pay any and all Taxes payable or determined to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this AgreementAgreement and the other Loan Papers, and agrees to save the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery Agents and enforcement of each Bank harmless from and against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omitting to pay such Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of this Agreement or any other Loan Paper. All The obligations provided for in of the Company under this Section 12.5 9.4 shall survive the termination of this Agreement and/or repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on demand (awithout duplication), all of the following fees, costs and expenses incurred by FHI: (i) all reasonable out-of-pocket costs and expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of the Agent Loan Documents and any and all other documents furnished pursuant hereto or in connection herewith, (ii) all reasonable costs and expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of any amendments or modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant thereto or in connection therewith, including without limitation the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel))FHI relative thereto (or, in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreementbut not as well as, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel), (iii) incurred by all UCC and Lien search fees, all title insurance, survey, appraisal, environmental evaluation fees, costs, and expenses, and costs and all fees and taxes payable in connection with the Agent filing or recording of any Loan Documents or financing statements; (iv) all costs and each Lender expenses (including, without limitation, reasonable attorneys' fees and expenses of FHI), if any, in connection with the enforcement of this Agreement, the Committed Notes Agreement and/or any other Loan Documents or any such other instruments agreement furnished pursuant hereto or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share thereto or in connection herewith or therewith; and (based upon its respective Percentage determined at the time such reimbursement is soughtv) of any such all costs or and expenses incurred by FHI in conducting an independent audit or review by FHI's internal staff of the Agent on behalf books and records of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or and the Borrower has agreed with collateral provided under the Agent to reimburseLoan Documents. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Company shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer and other similar taxes payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, or any of the borrowings hereunderother Loan Documents, or the issuance of the Committed Notes (if any) Notes, or the executionmaking of the Loans, delivery and enforcement of agrees to save and hold FHI harmless from and against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying, or omission to pay, such taxes. All obligations provided for in this Section 12.5 shall survive repayment Any portion of the Committed Loansforegoing fees, cancellation costs and expenses which remains unpaid following the FHI’s statement and request for payment thereof shall bear interest from the date of such statement and request to the Committed Notes or any termination date of this Agreementpayment at a per annum rate equal to the Prime Rate plus Five Percent (5%) per annum.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Borrower shall pay to the Administrator, each Group Agent and each Lender on demand all reasonable costs and out-of-pocket costs expenses (excluding Taxes other than Other Taxes) in connection with (i) the preparation, execution, delivery and expenses administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the perfection (and continuation) of the Administrator’s rights in the Pool Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Group Agent or any member of any Group of the obligations of the Borrower, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including the reasonable fees fees, costs and out-of-pocket expenses of a single external legal counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, Administrator and any amendment tomember of any Group relating to any of the foregoing or to advising the Administrator, this Agreementany member of any Group, the Committed Notes any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith reasonable costs and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ external counsel fees and legal expenses and allocated costs expenses) of staff counsel) incurred by the Administrator, each Group Agent and each Lender in connection with the enforcement or administration of this Agreement, the Committed Notes Transaction Documents or any other document, agreement or instrument related thereto. Administrator and each member of each Group agree, however, that unless an Event of Default has occurred and is continuing all of such other instruments or documentsentities will be represented by a single law firm. Each Lender agrees to The Borrower shall reimburse the Administrator and each Group Agent for the cost of such LenderPerson’s pro rata share (based upon its respective Percentage determined at external auditors auditing the time such reimbursement is sought) books, records and procedures of any such the Borrower or the Servicer. The Borrower shall reimburse each Conduit Lender on demand for all reasonable costs or and out of pocket expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable such Conduit Lender in connection with the executionTransaction Documents or the transactions contemplated thereby, delivery including certain costs related to the Rating Agencies and enforcement reasonable fees and out of this Agreement, the borrowings hereunder, the issuance pocket expenses of external counsel of the Committed Notes (if any) or the execution, delivery Administrator and enforcement each member of any other instruments or documents provided Group for herein or delivered or advice relating to be delivered hereunder or such Conduit Xxxxxx’s operation in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of transactions contemplated by the Committed Notes or any termination of this AgreementTransaction Documents.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the Administrator, each Purchaser Agent and/or any Purchaser on demand all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with (i) the preparation, execution, delivery and administration of(including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any amendment torelated lock-box or post office box), this Agreementincluding fees, costs and expenses of legal counsel for the Committed Notes Administrator and the Purchaser Agents relating to any of the foregoing or to advising the Administrator or any member of any Purchaser Group (including, any related Liquidity Provider or any other related Program Support Provider) about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ counsel fees and legal expenses expenses) of the Administrator and allocated costs of staff counsel) incurred by the any Purchaser Agent and each Lender in connection with the enforcement or administration of this Agreement, the Committed Notes Transaction Documents or any such other instruments document, agreement or documentsinstrument related thereto. Each Lender agrees to The Seller shall reimburse the Administrator and each Purchaser Agent for the cost of such LenderPerson’s pro rata share auditors (based upon its respective Percentage determined at which may be employees of such Person) auditing the time books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for any amounts such reimbursement is sought) Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Funding Agreement on account of any such Tax. The Seller shall reimburse each Conduit Purchaser on demand for all out of pocket costs or and expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable such Conduit Purchaser in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) Transaction Documents or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreementtransactions contemplated thereby.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses charges of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), ) in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes other Loan Documents and all other instruments documents provided for herein or documents delivered or to be delivered hereunder or in connection herewith (including any amendments, supplements or waivers to any Loan Documents), and all reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees, court costs and other legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank after an Event of Default in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based on its respective Percentage) of any such costs and expenses of the Agent not paid by the Company. In addition, the Company agrees to pay, and to save the Agent and the Banks harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including any fees of the Company's auditors in connection with any reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred exercise by the Agent and each Lender in connection with the enforcement Banks of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees their rights pursuant to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation10.2. All obligations provided for in this Section 12.5 14.6 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or and any termination of this Agreement.

Costs, Expenses and Taxes. The Company In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Administrative Agent (in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Administrative Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of a single counsel for the Administrative Agent (with respect thereto and of local counselwith respect to advising the Administrative Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if anyany (including reasonable counsel fees and expenses), who may be retained by said counsel))of the Administrative Agent, the Agents, the Lenders and their respective Affiliates, in connection with the preparation, execution, delivery enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and administration of, the other documents and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or agreements to be delivered hereunder or with respect hereto; provided that in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs the case of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In additionAgents, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from other than the Administrative Agent, such reimbursement shall be limited to one counsel for all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery such Agents and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementLenders.

Costs, Expenses and Taxes. The Company agrees to Borrower shall pay (or, if already paid, reimburse Bank for) on demand demand: (a) all reasonable out-of-pocket costs and expenses in connection with the preparation, execution, delivery, filing, recording and administration of the Agent (Credit Documents, including the reasonable fees and out-of-pocket expenses of a single counsel for Bank, with respect thereto, with respect to any modifications thereof, with respect to reviewing and evaluating any Collateral and with respect to advising Bank as to its rights and responsibilities under the Agent (and Credit Documents after an Event of local counselDefault or Default, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ counsel fees and legal expenses expenses, including those incurred at the appellate level and allocated costs of staff counselin any insolvency proceedings) incurred by the Agent and each Lender in connection with the enforcement of this Agreementthe Credit Documents, and (c), without limiting the Committed Notes generality of clause (a) above, all surveying costs, all appraisal fees, all environmental review costs, all title insurance premiums, all search costs, all filing fees and all Collateral inspection expenses. Bank is hereby irrevocably authorized (but not required) to deduct any of the foregoing items from any account of Borrower with Bank or to make an Advance to pay for it (whether or not requested); provided, that Bank shall provide to Borrower a statement of such items before any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimbursededuction. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Borrower shall pay on demand any and to hold the Agent and the Lenders harmless from all liability for, any documentary stamp, court intangibles and other taxes and fees payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, delivery and enforcement of this Agreementdelivery, the borrowings hereunder, the issuance filing or recording of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder Credit Documents or in connection herewithwith any Advances, except, in each case, and agrees to indemnify and save Bank harmless from and against any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such taxes and fees. All obligations provided for in this Section 12.5 shall survive repayment Without limiting the force or effect of the Committed Loansimmediately preceding sentence, cancellation Borrower hereby authorizes Bank to deduct from the amount of any Advance that is disbursed to Borrower the Committed Notes amount of any intangibles or any termination of this Agreementdocumentary stamp tax that may be payable in connection with such Advance.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), incurred after the Closing Date, in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith (excluding costs and expenses incurred in connection with a restructuring contemplated in Section 8.17) and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor the Company agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company In addition to the rights of indemnification granted under Section 7 hereof, each Originator, jointly and severally, agrees to pay on demand demand: (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, negotiation, execution, delivery and administration ofof this Agreement and the other Transaction Documents (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto and thereto), including (i) the reasonable Attorney Costs for the Administrative Agent and the other Purchaser Parties with respect thereto and with respect to advising the Administrative Agent and the other Purchaser Parties as to their rights and remedies under this Agreement and the other Transaction Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Administrative Agent and the other Purchaser Parties and the fees and charges of any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or Rating Agency incurred in connection herewith with the administration and maintenance of this Agreement or advising the Administrative Agent or any other Purchaser Party as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court franchise and other Taxes and fees payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, delivery delivery, filing and enforcement recording of this AgreementAgreement and the other Transaction Documents, the borrowings hereunderand agrees to indemnify each Originator Indemnified Party and their respective Affiliates against any liabilities for, the issuance or resulting from any delay in paying (or failure to pay), such Taxes and fees. In addition, each Originator agrees to pay on demand all reasonable out-of-pocket and documented costs and expenses (including reasonable Attorney Costs), of the Committed Notes (if any) or Administrative Agent and the executionother Purchaser Parties, delivery and incurred in connection with the enforcement of any other instruments of their respective rights or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of remedies under the Committed Loans, cancellation of the Committed Notes or any termination provisions of this AgreementAgreement and the other Transaction Documents.

Costs, Expenses and Taxes. The Company NHLP agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of Agent and the Agent Banks (including the reasonable fees and out-of-pocket expenses of a single counsel for Agent and the Agent (Banks and of local counsel, if any, who whom Agent and the Banks' counsel may be retained by said counsel)), retain) in connection with the preparation, execution, delivery delivery, administration, enforcement and/or protection of Agent's and administration ofthe Banks' rights under the Loan Documents. In addition, National and NHLP shall indemnify Agent and the Banks from and against any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and costs, expenses (including reasonable attorneys’ fees and legal expenses and allocated costs fees), claims, demands, actions, losses or liabilities (except such as are a direct result of staff counselthe gross negligence or willful misconduct of Agent and/or the Banks) incurred by that Agent and/or the Agent and each Lender Banks may suffer or incur in connection with the enforcement of this Agreement, the Committed Notes Agreement or any such other instruments or documents. Each Lender agrees to reimburse of the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseLoan Documents. In addition, without duplication of the provisions of Section 5.4, each Obligor NHLP agrees to pay, pay and to hold the Agent and the Lenders Banks harmless from all liability for, for any stamp, court stamp or documentary, intangible, recording, filing or similar Taxes which other taxes (including taxes under Tennessee Code Annotated Section 67-4-409 due upon the recordation of mortgages and financing statements) that may be payable in connection with the execution, execution or delivery of this Agreement and enforcement of the Collateral under this Agreement, the borrowings hereunder, or the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or Loan Documents delivered or to be delivered hereunder under or in connection herewithwith this Agreement. NHLP, exceptupon request, promptly will reimburse Agent and the Banks for all amounts expended, advanced, or incurred by Agent and the Banks to satisfy any obligation of Borrower under this Agreement or any other Loan Documents, or to perfect a lien in each casefavor of the Banks, or to protect the Pledged Nursing Homes or the businesses of Borrower, National and NHLP, or to collect the Indebtedness, or to enforce the rights of Agent and Banks under this Agreement or any other Loan Document, which amounts will include without limitation all court costs, attorneys' fees, fees of auditors and accountants, costs of insurance, and investigation expenses reasonably incurred by Agent and the Banks in connection with any such Taxes that are Other Connection Taxes imposed matters, together with respect interest thereon at the rate applicable to an assignment or participationpast due principal and interest as set forth in the Loan Documents but in no event in excess of the maximum lawful rate of interest permitted by applicable law on each such amount. All obligations provided for in which this Section 12.5 provides shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent for such Lender’s Bank's pro rata share (based upon its respective Percentage determined at the time such reimbursement is soughtPercentage) of any such costs or expenses incurred by the Agent on behalf of all the Lenders Banks and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold the Agent and the Lenders Banks harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar other Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 13.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket and documented costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration ofdelivery, and any filing, recording, administration, modification, amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement and/or waiver of this Agreement, the Committed Loan Notes or any such and the other instruments or documents. Each Lender agrees documents to reimburse be delivered hereunder, including the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any reasonable fees and out-of-pocket expenses of counsel for the Agent which exceed and the amount which the Company or the Borrower has agreed Paying Agent with the Agent respect thereto and with respect to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold advising the Agent and the Lenders harmless from Paying Agent as to its rights and responsibilities under this Agreement and the other Transaction Documents. The Borrower further agrees to pay on demand all liability forcosts and expenses, if any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable (including reasonable and documented counsel fees and expenses) (A) in connection with the executionenforcement (whether through negotiations, delivery and enforcement legal proceedings or otherwise) of this Agreement, the borrowings hereunder, Loan Notes and the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder and (B) incurred by the Agent or the Paying Agent in connection herewithwith the transactions described herein and in the other Transaction Documents, exceptor any potential Takeout Transaction, including in each caseany case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any such Taxes that are Other Connection Taxes imposed time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect to an assignment or participationthe transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. All obligations provided for The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 12.5 10.6, shall survive repayment be at the sole cost and expense of the Committed LoansBorrower. In addition, cancellation of the Committed Notes Borrower shall pay any and all Other Taxes and agrees to save the Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any termination of this Agreementdelay in paying or omission to pay such Other Taxes.

Costs, Expenses and Taxes. The Company agrees to pay on demand Borrower agree upon and following the date hereof (a) to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), incurred in connection with the preparation, executionnegotiation, delivery syndication and administration ofexecution of this Agreement and the other Loan Documents, and any amendment toamendment, this Agreementwaiver, consent or other modification of the Committed Notes provisions hereof and thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of one attorney for all Lenders and the Administrative Agent and such other instruments or documents provided for herein or delivered or to be delivered hereunder or local counsel in connection herewith each foreign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of any rights or remedies under this Agreement, Agreement or the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share Loan Documents (based upon its respective Percentage determined at the time such reimbursement is sought) of any including all such costs or and expenses incurred by the Agent on behalf during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all the Lenders reasonable search, filing, recording, title insurance and not paid by the Obligors other than any appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or incurred by any Agent. All amounts due under this Section 10.04 shall be paid promptly (but in any event within thirty (30) days) following receipt by the Borrower has agreed with the Agent to reimburseof an invoice relating thereto setting forth such expenses in reasonable detail. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for The agreements in this Section 12.5 10.04 shall survive the termination of the Aggregate Commitments and repayment of the Committed Loans, cancellation all of the Committed Notes Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any termination of this AgreementLender, in its sole discretion.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent for such LenderBank’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders Banks and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor the Company agrees to pay, and to hold the Agent and the Lenders Banks harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable and documented out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration ofdelivery, and any filing, recording, administration, modification, amendment to, and/or waiver of this Agreement, the Committed Loan Notes and the other documents to be delivered hereunder, including the reasonable fees and out of pocket expenses of one counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement and the other Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses for one counsel) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Notes and the other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counselB) incurred by the Agent in connection with the transactions described herein and each Lender in the other [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this AgreementSection 9.6. Without limiting the foregoing, the Committed Notes or any such other instruments or documents. Each Lender Borrower acknowledges and agrees to reimburse that the Agent for such Lender’s pro rata share (based upon or its respective Percentage determined counsel may at the any time such reimbursement is sought) after an Event of any such costs or expenses incurred Default shall have occurred and be continuing, engage professional consultants selected by the Agent on behalf of all to conduct additional due diligence with respect to the Lenders transactions contemplated hereby, including (A) review and not paid independently assess the existing methodology employed by the Obligors other than Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed such professional consultants, in accordance with the Agent to reimburse. In addition, without duplication of the provisions of this Section 5.49.6, each Obligor agrees to pay, shall be at the sole cost and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance expense of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementBorrower.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of on the Agent Closing Date to the extent invoiced at least three (including 3) Business Days prior thereto, the reasonable fees and out-of-pocket expenses of a single Xxxxx Xxxx & Xxxxxxxx, counsel for the Agent (JPMCB, and of local counselXxxxxxxx, if anyXxxxx & Xxxxxx LLP, who may be retained by said counsel))counsel for Fleet, in connection with the preparation, execution, delivery and administration of, syndication of the documents involved in each Bank's Commitment and any amendment to, this Agreement, of the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith Loan Documents and (b) within 30 days after receiving appropriate documentation thereof, the reasonable fees and out-of-pocket expenses of Xxxxxxxx, Xxxxx & Xxxxxx LLP, counsel for the Agent, in connection with the amendment and administration of the documents involved in each Bank's Commitment and of the Loan Documents. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys’ ' fees and legal expenses and (including the allocated costs of staff counsel, provided that any allocation of such costs is made in accordance with the relevant Bank's customary practice and is without duplication of the expense of any outside counsel for the relevant Bank for the relevant matter, there being a general understanding or presumption that the hourly rates and time charges for in-house counsel will not exceed those charged by outside counsel)) incurred by the Agent and each Lender and, to the extent incurred in connection with suing on a Note or any Loan Document, any of the Banks, upon or after an Event of Default, if any, in connection with the enforcement of this Agreementany Loan Document and any amendments thereof or in connection with any amendments, the Committed Notes waivers or consents of or under any such other instruments or documentsLoan Document. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such The foregoing costs or and expenses incurred by the Agent on behalf of shall include all the Lenders search, filing, recording, title insurance and not paid by the Obligors other than any appraisal charges and fees and taxes related thereto, and other related out-of-pocket expenses of counsel for incurred by the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseAgent. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees Borrower shall pay on demand any and all stamp and other taxes and fees payable or reasonably determined to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or Loan Documents and agrees to save the execution, delivery Agent and enforcement of the Banks harmless from and against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes paying or any termination of this Agreementomission to pay such taxes or fees.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) Credit Agreement all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent for such LenderBank’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders Banks and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold the Agent and the Lenders Banks harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar other Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 13.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to Authority will pay on demand (ai) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses disbursements of a single Xxxxxxx and Xxxxxx LLP, special counsel for to the Agent (and of local counselLender, if any, who may be retained by said counsel)), incurred in connection with the preparation, execution, delivery filing and administration of, and any amendment to, delivery of this Agreement, Agreement and the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith Program Documents and (bii) promptly on demand (A) the fees and disbursements of counsel or other reasonably required consultants to the Lender with respect to advising such Persons as to the rights and responsibilities under this Agreement and the other Program Documents after the occurrence of any Default or alleged Default hereunder, or an Event of Default, (B) all out-of-pocket reasonable costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender expenses, if any, in connection with any waiver or amendment of, or the giving of any approval or consent under, or any response thereto or the enforcement of this Agreement, the Committed Notes Program Documents and any other documents which may be delivered in connection herewith or therewith, including in each case the reasonable fees and disbursements of counsel to the Lender or other reasonably required consultants and (C) any such other instruments amounts reasonably advanced by or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by Lender to the Obligors other than extent required to cure any fees and out-of-pocket expenses Default, Event of counsel for Default or event of nonperformance hereunder or under any Program Document, together with interest at the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseDefault Rate. In addition, without duplication of the provisions of Section 5.4Authority shall pay any and all stamp taxes, each Obligor agrees to paytransfer taxes, documentary taxes, and other taxes and fees payable or determined to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery delivery, filing, and enforcement recording of this AgreementAgreement and the security contemplated by the Program Documents (other than taxes based on the net income of the Lender) and agrees to indemnify and hold the Lender 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, including interest and penalties thereon; provided, however, that the Authority may reasonably contest any such taxes or fees with the prior written consent of the Lender, which consent, if an Event of Default does not then exist, shall not be unreasonably withheld. In addition, the borrowings hereunderAuthority agrees to pay, after the issuance occurrence of a Default, alleged Default or an Event of Default, all costs and expenses (including attorneys’ fees and costs of settlement) incurred by the Committed Notes (if any) Lender in enforcing any obligations or in collecting any payments due from the executionAuthority hereunder by reason of such Default, delivery and enforcement alleged Default or Event of any other instruments or documents provided for herein or delivered or to be delivered hereunder Default or in connection herewith, except, in each case, with any such Taxes that are Other Connection Taxes imposed with respect to an assignment refinancing or participation. All obligations provided for in this Section 12.5 shall survive repayment restructuring of the Committed Loanscredit arrangements provided under this Agreement in the nature of a “workout” or of any collection, cancellation of the Committed Notes insolvency, bankruptcy proceedings or any termination of this Agreementother enforcement proceedings resulting therefrom.

Costs, Expenses and Taxes. The Company In addition to the rights of indemnification granted to the Deal Agent, the Purchasers and their respective Affiliates under Article VI hereof, the Transferor agrees to pay on demand all costs and expenses incurred by a Purchaser or the Deal Agent, and their respective Affiliates, successors or assigns, with respect to enforcing their respective rights and remedies as against the Transferor under this Agreement, the Indenture, any Note, any other Deal Document and the other documents to be delivered hereunder or in connection herewith provided, however, that none of the Deal Agent, any Purchaser or any affiliate thereof shall be entitled to any such payment (aand shall reimburse the Transferor for any such payments previously received) if such person has been determined by a court of competent jurisdiction to not be entitled to receive indemnification pursuant to Article VI hereof in connection with such enforcement. The Transferor also agrees to pay on demand all costs and expenses of the Purchasers and the Deal Agent, and their respective Affiliates, successors or assigns, if any (including reasonable counsel fees and expenses), incurred in connection with the negotiation, execution, and delivery of this Agreement and the transactions contemplated hereby, any removal of the Facility and/or the enforcement, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Indenture, the Note, any other Deal Document and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith. The Transferor also agrees to pay on demand all reasonable out-of-pocket costs and expenses of incurred by a Purchaser in connection with the Agent administration (including rating agency requirements, modification and amendment) of this Agreement, the Deal Documents and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for Purchaser and the Deal Agent (with respect thereto and of local counsel, if any, who may be retained by said counsel)), in connection with respect to advising the preparation, execution, delivery Purchaser as to its rights and administration of, and any amendment to, remedies under this Agreement, the Committed Notes Deal Documents and all the other instruments or documents provided for herein or delivered or agreements executed pursuant hereto. Any amounts subject to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement provisions of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not Section 8.8 shall be paid by the Obligors other than any fees and out-of-pocket expenses of counsel for Transferor to the Deal Agent which exceed within ten (10) Business Days following the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementDeal Agent's demand therefor.

Costs, Expenses and Taxes. The Company (a) In addition to the rights of indemnification granted under SECTION 3.1 hereof, the Seller agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, (including periodic auditing of Pool Receivables) of this Agreement, the Committed Notes Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement, the Backup Servicing Agreement and the other documents and agreements to be delivered hereunder or in connection herewith, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement, the Backup Servicing Agreement and the other instruments or documents provided for herein or delivered or and agreements to be delivered hereunder or in connection herewith and the waiving of any provisions thereof, and including in all cases, without limitation, Attorney Costs for the Agent, each Purchaser, each Program Support Provider, each Purchaser Agent, the Insurer, the Backup Servicer, any successor Servicer and their respective Affiliates and agents with respect thereto and with respect to advising the Agent, the Purchaser, each Program Support Provider, the Insurer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents (b) all out-of-pocket PROVIDED that unless a Termination Event, ADESA Financial Covenant Event or Unmatured Termination Event shall have occurred, the costs and expenses payable in connection with the administration of the Transaction Documents (excluding any costs and expenses in connection with any amendment, amendment and restatement, modification, supplement or waiver and any costs and expenses in connection with enforcement) in any year shall not exceed $50,000), and all reasonable costs and expenses, if any (including reasonable attorneys’ fees Attorney Costs), of each Purchaser Agent, each Purchaser, each Program Support Provider, the Insurer, the Agent, the Backup Servicer, any successor Servicer and legal expenses their respective Affiliates and allocated costs of staff counsel) incurred by the Agent and each Lender agents, in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent Agreement and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementTransaction Documents.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) By way of clarification, and not of limitation of Sections 1.7 or 3.1, the Seller shall pay to the Administrator, each Liquidity Agent, each Purchaser Agent and each member of each Purchaser Group on demand all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with (i) the preparation, execution, delivery and administration of, (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder and thereunder, (ii) the sale of the Purchased Interest (or any portion thereof) from the Seller to the Purchasers hereunder, (iii) the perfection (and continuation) of the Administrator’s rights in connection herewith the Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (biv) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred the maintenance by the Agent Administrator of the Lock-Box Accounts (and each Lender in connection with any related lock-box or post office box), including Attorney Costs of legal counsel for the enforcement Administrator and any member of this Agreementany Purchaser Group relating to any of the foregoing or to advising the Administrator, the Committed Notes any member of any Purchaser Group, any related Liquidity Provider or any such other instruments related Program Support Provider about its rights and remedies under any Transaction Document or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such other document, agreement or instrument related thereto and all costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication (including Attorney Costs) of the provisions of Section 5.4Administrator, each Obligor agrees to pay, and to hold the Purchaser Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable each Purchaser in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance or administration of the Committed Notes (if any) Transaction Documents or any other document, agreement or instrument related thereto. The Seller shall reimburse the Administrator and each Purchaser Agent for the cost of such Person’s auditors auditing the books, records and procedures of the Seller or the executionServicer and the cost of such Person’s due diligence. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, delivery including certain costs related to the Rating Agencies and enforcement reasonable fees and out of pocket expenses of counsel of the Administrator and each member of any other instruments or documents provided Purchaser Group for herein or delivered or advice relating to be delivered hereunder or such Conduit Purchaser’s operation in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of transactions contemplated by the Committed Notes or any termination of this AgreementTransaction Documents.

Costs, Expenses and Taxes. The Company (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay on to the Program Agent and each Managing Agent within thirty (30) days after demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement; provided, that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with (a) one audit of the Borrower and the Servicer while a Level 1 Ratings Period is in effect or (b) two audits of the Borrower and the Servicer while a Level 1 Ratings Period is not in effect, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Program Agent and (ii) all reasonable out-of-pocket costs and expenses of the Program Agent and each Managing Agent in connection with the preparation, execution and delivery (including any 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 reasonable fees and out-of-pocket expenses of a single special counsel for the Program Agent (and of local counsel, if any, who may be retained by said counsel)), in connection each Managing Agent with respect thereto and with respect to advising the preparation, execution, delivery Program Agent and administration of, each Managing Agent and any amendment to, the related Lenders as to their respective rights and remedies under this Agreement, and the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith agreements executed pursuant hereto and (biii) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses (including fees and expenses of counsel for outside counsel), incurred by the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Program Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable each Managing Agent in connection with any amendment to any of the execution, delivery Facility Documents after the Effective Date and the enforcement of this Agreement, Agreement and the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery other agreements and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to after the occurrence of an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment Event of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementTermination.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent Credit Agreement for such Lender’s Bank's pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders Banks and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold the Agent and the Lenders Banks harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar other Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 13.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, each Borrower shall pay to the Administrator, each Group Agent and each Lender on demand all reasonable costs and out-of-pocket costs expenses (excluding Taxes other than Other Taxes) in connection with (i) the preparation, execution, delivery and expenses administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the perfection (and continuation) of the Administrator’s rights in the Pool Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Group Agent or any member of any Group of the obligations of each Borrower, the applicable Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including the reasonable fees fees, costs and out-of-pocket expenses of a single external legal counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, Administrator and any amendment tomember of any Group relating to any of the foregoing or to advising the Administrator, this Agreementany member of any Group, the Committed Notes any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith reasonable costs and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ external counsel fees and legal expenses and allocated costs expenses) of staff counsel) incurred by the Administrator, each Group Agent and each Lender in connection with the enforcement or administration of this Agreement, the Committed Notes Transaction Documents or any other document, agreement or instrument related thereto. Administrator and each member of each Group agree, however, that unless an Event of Default has occurred and is continuing all of such other instruments or documentsentities will be represented by a single law firm. Each Lender agrees to Borrower shall reimburse the Administrator and each Group Agent for the cost of such LenderPerson’s pro rata share (based upon its respective Percentage determined at external auditors auditing the time books, records and procedures of such reimbursement is sought) Borrower or the applicable Servicer. Each Borrower shall reimburse each Conduit Lender on demand for all reasonable costs and out of any such costs or pocket expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable such Conduit Lender in connection with the executionTransaction Documents or the transactions contemplated thereby, delivery including certain costs related to the Rating Agencies and enforcement reasonable fees and out of this Agreement, the borrowings hereunder, the issuance pocket expenses of external counsel of the Committed Notes (if any) or the execution, delivery Administrator and enforcement each member of any other instruments or documents provided Group for herein or delivered or advice relating to be delivered hereunder or such Conduit Lender’s operation in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of transactions contemplated by the Committed Notes or any termination of this AgreementTransaction Documents.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent for such LenderBank’s pro rata share (based upon its respective Percentage Percentage, determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders Banks and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold the Agent and the Lenders Banks harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar other Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 13.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lead Arrangers (including the reasonable and documented fees and out-of-pocket expenses charges of a single counsel for the Administrative Agent (and the Lead Arrangers and of local counsel, if any, who may be retained by said such counsel)), ) in connection with the preparation, execution, execution and delivery and administration of, and any amendment to, of this Agreement, the Committed Notes other Loan Documents and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendments, supplements or waivers to any Loan Documents), and (b) all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees fees, court costs and other legal expenses and allocated costs of staff counselexpenses) incurred by the Administrative Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes other Loan Documents or any such other instruments or documents. Each Lender agrees to reimburse documents during the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) existence of any such costs Event of Default or expenses incurred by the Agent on behalf Unmatured Event of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseDefault. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold save the Agent Administrative Agent, the Lead Arrangers and the Lenders harmless from all liability for, (a) any stampstamp court, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments Loan Document or documents any other document provided for herein or delivered or to be delivered hereunder or in connection herewithherewith and (b) any fees of the Company’s auditors and, except, in each caseif an Event of Default or Unmatured Event of Default exists, any such Taxes that are Other Connection Taxes imposed costs and expenses of the Administrative Agent or any Lender in connection with respect any reasonable exercise by the Administrative Agent or any Lender of its rights pursuant to an assignment or participationSection 10.2. All obligations provided for in this Section 12.5 14.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or and any termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) the costs, and all reasonable out-of-pocket costs expenses incurred by Lender in connection with the preparation, execution, delivery, administration, modification and expenses amendment of this Loan Agreement, the Agent (including other Loan Documents and any other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for Lender with respect thereto and with respect to advising Lender as to its rights and responsibilities under this Loan Agreement and the Agent other Loan Documents; provided however, that the Borrower shall not be obligated to pay in excess of Twenty Thousand Dollars (and of local counsel, if any, who may be retained by said counsel)), in connection $20,000) with respect to the preparation, executionexecution and delivery of this Loan Agreement. Borrower further agrees to pay all costs and expenses of Lender (including, delivery without limitation, reasonable counsel fees and administration ofexpenses, and any amendment to, this Agreement, the Committed Notes court costs and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including litigation expenses, including, but not limited to, reasonable attorneys’ fees and legal expert witness fees, document copying expenses, exhibit preparation, courier expenses, postage expenses and allocated costs of staff counselcommunication expenses) incurred by the Agent and each Lender in connection with the enforcement of this Loan Agreement, the Committed Notes other Loan Documents and any other documents delivered hereunder, including, without limitation, costs and expenses incurred in connection with any bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar proceeding, or any such refinancing or restructuring in the nature of a "workout" of the Loan Documents and any other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred documents delivered by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburserelated thereto. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees Borrower shall pay any and all stamp and other taxes payable or determined to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Loan Agreement, the borrowings hereunder, other Loan Documents and the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewithhereunder, except, in each case, and agrees to hold Lender harmless from and against any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such taxes. All obligations provided Whenever Borrower is obligated to pay or reimburse Lender for in any attorneys' fees, those fees shall include the allocated costs for services of Lender's in-house counsel. Payment from the Borrower of amounts due pursuant to this Section 12.5 SECTION 7.5 shall survive repayment be due ten (10) days after it has received from the Lender written notice of the Committed Loans, cancellation nature of the Committed Notes or any termination item for which payment is required and the amount due, other than amounts due pursuant to the last sentence of this Agreementthe previous paragraph which amounts shall be due on demand.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket and documented costs and expenses in connection with the preparation, execution, delivery, filing, recording, administration, modification, amendment or waiver of this Agreement, the Agent (Loan Notes and the other documents to be delivered hereunder, including the reasonable fees and out-of-pocket expenses of a single counsel for the Facility Agent, the Collateral Agent (and of local counselthe Paying Agent with respect thereto. The Borrower further agrees to pay on demand all costs and expenses, if any, who may be retained by said counsel)), any (including reasonable and documented counsel fees and expenses) (A) in connection with the preparationenforcement (whether through negotiations, execution, delivery and administration of, and any amendment to, legal proceedings or otherwise) of this Agreement, the Committed Loan Notes and all the other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counselB) incurred by the Facility Agent or the Collateral Agent in connection with the transactions described herein and each Lender in the other Transaction Documents, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this AgreementSection 10.6. Without limiting the foregoing, the Committed Notes Borrower acknowledges and agrees that the Facility Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Facility Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Facility Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such other instruments or documents. Each Lender agrees to reimburse professional consultants, in accordance with the Agent for such Lender’s pro rata share (based upon its respective Percentage determined provisions of this Section 10.6, shall be at the time such reimbursement is sought) sole cost and expense of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseBorrower. In addition, without duplication of the provisions of Section 5.4, each Obligor Borrower shall pay any and all Other Taxes and agrees to paysave the Facility Agent, and to hold the Collateral Agent and the Lenders each Lender harmless from and against any and all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes paying or any termination of this Agreementomission to pay such Other Taxes.

Costs, Expenses and Taxes. The Company agrees Borrower and the other Credit Parties agree to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including Lender in connection with the negotiation, preparation, execution, and delivery of this Agreement, the other Loan Documents and the other documents and Instruments to be delivered hereunder, including, without limitation the reasonable fees and expenses of all legal counsel and independent consultants to the Lender and all other out-of-pocket expenses of a single counsel for the Agent Lender up to US$100,000. The Borrower and the other Credit Parties agree to pay on demand all actual, out of pocket reasonable costs and expenses of the Lender in connection with the administration of this Agreement and the other Loan Documents, including the reasonable costs and expenses incurred by the Lender in connection with one (1) annual site visit by the Lender to the Projects per year, and of local counselall reasonable costs and expenses, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery protection of the Lender’s rights with respect to and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes other Loan Documents and the other documents to be delivered hereunder (whether incurred before, during or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) after commencement of any bankruptcy, reorganization or insolvency actions pertaining to a Credit Party). All such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimbursewill be itemized in reasonable detail. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent Borrower and the Lenders harmless from other Credit Parties agree to pay any and all liability for, any stamp, court or documentary, intangible, recordingmortgage recording and other Taxes, filing fees, duties or similar Taxes which may charges payable or determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, other Loan Documents and the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewithhereunder, except, in each case, and the Borrower and the other Credit Parties agree to indemnify and save the Lender harmless from and against any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such Taxes, filing fees or charges. All obligations provided for in this Section 12.5 The Borrower and the other Credit Parties acknowledge that they shall survive repayment pay all aforementioned costs, expenses and taxes regardless of the Committed Loans, cancellation of the Committed Notes or whether any termination of this AgreementLoan is advanced.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the Administrator, each Purchaser Agent and each Purchaser on demand all reasonable costs and out-of-pocket costs expenses (excluding Taxes other than Other Taxes) in connection with (i) the preparation, execution, delivery and expenses administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Purchased Interest (or any portion thereof) from the Seller to the Purchasers hereunder, (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including the reasonable fees fees, costs and out-of-pocket expenses of a single external legal counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, Administrator and any amendment tomember of any Purchaser Group relating to any of the foregoing or to advising the Administrator, this Agreementany member of any Purchaser Group, the Committed Notes any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket reasonable costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of (including reasonable external counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication fees and expenses) of the provisions of Section 5.4Administrator, each Obligor agrees to pay, and to hold the Purchaser Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable each Purchaser in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance or administration of the Committed Notes (if any) Transaction Documents or any other document, agreement or instrument related thereto. Administrator and each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing all of such entities will be represented by a single law firm. The Seller shall reimburse the Administrator and each Purchaser Agent for the cost of such Person’s external auditors auditing the books, records and procedures of the Seller or the executionServicer. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and out of pocket expenses incurred by such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, delivery including certain costs related to the Rating Agencies and enforcement reasonable fees and out of pocket expenses of external counsel of the Administrator and each member of any other instruments or documents provided Purchaser Group for herein or delivered or advice relating to be delivered hereunder or such Conduit Purchaser’s operation in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of transactions contemplated by the Committed Notes or any termination of this AgreementTransaction Documents.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable and documented out-of-pocket costs and expenses in connection with the preparation, execution, delivery, filing, recording, administration, modification, amendment or waiver of this Agreement, the Agent (Loan Notes and the other documents to be delivered hereunder, including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counselAdministrative Agent, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration ofany Lenderthe Green Loan Structuring Agent, and any amendment tothe Paying Agent with respect thereto and with respect to advising the Administrative Agent, such Lenderthe Green Loan Structuring Agent, and the Paying Agent as to their respective rights and responsibilities under this Agreement, Agreement and the Committed Notes and other Transaction Documents. The Borrower further agrees to pay on demand all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all documented out-of-pocket costs and expenses expenses, if any (including reasonable attorneys’ and documented counsel fees and expenses) (A) in connection with the enforcement (whether through negotiations, legal expenses proceedings or otherwise) of this Agreement, the Loan Notes and allocated costs of staff counselthe other documents to be delivered hereunder and (B) incurred by the Administrative Agent, any Lender or the Paying Agent in connection with the transactions described herein and each Lender in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this AgreementSection 10.6. Without limiting the foregoing, [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the Committed Notes company if publicly disclosed. the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) after an Event of any such costs or expenses incurred Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent on behalf of all to conduct additional due diligence with respect to the Lenders transactions contemplated hereby, including (A) review and not paid independently assess the existing methodology employed by the Obligors other than Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any fees recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of their assets, as well as certain matters related thereto. The reasonable and documented out-of-pocket fees and expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed such professional consultants, in accordance with the Agent to reimburseprovisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, without duplication of the provisions of Section 5.4, each Obligor Borrower shall pay any and all Other Taxes and agrees to paysave the Administrative Agent, and to hold the Green Loan Structuring Agent, the Paying Agent and the Lenders each Lender harmless from and against any and all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such Other Taxes. All obligations provided for Notwithstanding anything to the contrary set forth in this Section 12.5 10.6, the Borrower shall survive repayment not be required to pay the costs or expenses of the Committed Loans, cancellation Lenders following an Event of Default if such costs or expenses are related to disputes among the Committed Notes or any termination of this AgreementLenders.

Costs, Expenses and Taxes. The Company (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including Administrative Agent, the reasonable fees Managing Agents and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), other Secured Parties incurred in connection with the on-site due diligence (including travel related expenses) or with the preparation, negotiation, execution, delivery and delivery, administration (including periodic auditing), amendment or modification of, and or any amendment towaiver or consent issued in connection with, this Agreement, Agreement and the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs herewith, including, without limitation, the costs, fees and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by any third-party auditor engaged under the Agent and each Lender in connection with the enforcement terms of this Agreement, Agreement and the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any reasonable fees and out-of-pocket expenses of counsel for the Agent which exceed Administrative Agent, the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent Managing Agents and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection other Secured Parties with respect thereto and with respect to advising the execution, delivery and enforcement of this AgreementAdministrative Agent, the borrowings hereunder, Managing Agents and the issuance of other Secured Parties as to their respective rights and remedies under this Agreement and the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, exceptand all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in each caseconnection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith. (b) The Borrower shall pay on demand any and all stamp, any such Taxes that are Other Connection Taxes imposed sales, excise and other taxes and fees payable or determined to be payable in connection with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loansexecution, cancellation of the Committed Notes or any termination delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Lender in connection with this Agreement or the funding or maintenance of Advances hereunder.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lead Arranger (including the reasonable and documented fees and out-of-pocket expenses charges of a single counsel for the Administrative Agent (and the Lead Arranger and of local counsel, if any, who may be retained by said such counsel)), ) in connection with the preparation, execution, execution and delivery and administration of, and any amendment to, of this Agreement, the Committed Notes other Loan Documents and all other instruments documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendments, supplements or waivers to any Loan Documents), and all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, court costs and other legal expenses) incurred by the Administrative Agent and each Bank in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents during the existence of any Event of Default or Unmatured Event of Default. In addition, the Company agrees to pay, and to save the Administrative Agent, the Lead Arranger and the Banks harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket any fees of the Company’s auditors and, if an Event of Default or Unmatured Event of Default exists, any costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Administrative Agent and each Lender or any Bank in connection with any reasonable exercise by the enforcement of this Agreement, the Committed Notes Administrative Agent or any such other instruments or documents. Each Lender agrees Bank of its rights pursuant to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation10.2. All obligations provided for in this Section 12.5 14.6 shall survive repayment of the Committed Loans, cancellation of the Committed Notes Notes, cancellation or expiration of the Letters of Credit and any termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand demand, (a) all reasonable out-of-pocket costs and expenses of the each Agent (including the reasonable fees and out-of-pocket expenses charges of a single counsel for the Agent (and each Agent, of local counsel, if any, who may be retained by said counsel)), counsel and the reasonable fees and expenses of financial advisors to each Agent) in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes other Loan Documents and all other instruments documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), and (b) all costs and expenses (including reasonable attorneys' fees (including the allocable costs of internal legal services and all disbursements of internal counsel), court costs and other legal expenses of the Agents and each of the Lenders and the reasonable fees and expenses of financial advisors to each Agent) incurred by any Agent and each Lender in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement, the other Loan Documents or any other documents during the existence of an Event of Default or after acceleration (including in connection with any "workout" or restructuring regarding the Loans, and including in any Insolvency Proceeding or appellate proceeding). In addition, the Borrower agrees to pay, and to save each Agent and the Lenders harmless from all liability for, (a) any stamp or other taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ any fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Borrower's auditors in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of exercise by any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or their rights pursuant to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationSection 8.2. All obligations provided for in this Section 12.5 11.4 shall survive repayment of the Committed Loans, cancellation cancellations of the Committed Notes or and any termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), Lender in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes Note and any other Loan Documents, including without limitation, the reasonable fees and expenses of counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and responsibilities under this Agreement and the other Loan Documents, and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses expenses, if any (including reasonable attorneys’ counsel fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender expenses), in connection with the enforcement of this Agreement, the Committed Notes or Note and any such other instruments or documentsLoan Documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other Other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication default of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings Lender hereunder, the issuance Borrower and the Guarantors shall at all times protect, indemnify, defend and save harmless the Lender from and against any and all claims, actions, suits and other legal proceedings, and liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements which the Lender may, at any time, sustain or incur by reason of or in consequence of or arising out of the Committed Notes (if any) execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby. The Borrower and the Guarantors acknowledge that it is the intention of the parties hereto that this Agreement shall be construed and applied to protect and indemnify the Lender against any and all risks involved in the execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, all of which risks are hereby assumed by the Borrower and the Guarantors, including, without limitation, any and all risks of the acts or the executionomissions, delivery and enforcement whether rightful or wrongful, of any other instruments present or documents future de jure or de facto government or governmental authority, provided that the Borrower and the Guarantors shall not be liable for herein any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or delivered disbursements resulting from the Lender's gross negligence or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationwillful misconduct. All obligations provided for in The provisions of this Section 12.5 7.04 shall survive repayment the payment of the Committed Loans, cancellation of Note and the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to ------------------------- pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses charges of a single counsel for the Agent (Agent, including, without limitation, all allocated costs of the Agent's internal counsel, and of local counsel, if any, who may be retained by said counsel)), retained) in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes other Loan Documents and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including, without limitation, any amendments, supplements or waivers to any Loan Documents), and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees ' fees, court costs and other legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank after an Event of Default in connection with the enforcement of this Agreement, the Committed Notes other Loan Documents or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent for such Lender’s Bank's pro rata share (based upon on its respective Percentage determined at the time such reimbursement is soughtPercentage) of any such costs or and expenses incurred by of the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseCompany. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold save the Agent and the Lenders Banks harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar Taxes other taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments Loan Document or documents any other document provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 10.6 shall bear interest from and including the date such ------------ obligations or fees become payable to but not including the date that such payments are made, payable on demand, at a rate per annum equal to the then applicable rate charged on Base Rate Loans. All obligations provided for in this Section 10.6 shall ------------ survive repayment of the Committed LoansLoans and all reimbursement obligations under Letters of Credit, cancellation of the Committed Notes or and any termination of the Commitments and this Agreement.

Costs, Expenses and Taxes. The Company Without duplication of any other provision of this Agreement, the Borrowers each hereby jointly and severally agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees Attorney Costs, all field examination and out-of-pocket expenses of a single counsel for the Agent (appraisal costs and of local counsel, if any, who may be retained by said counsel)), any Taxes in connection with the preparation, execution, syndication, delivery and administration of(including perfection and protection of any Collateral and the costs of Intralinks (or other similar service), and any amendment to, if applicable) of this Agreement, the Committed Notes other Loan Documents (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ Attorney Costs (including the fees and legal expenses disbursements) of not more than one counsel for the Administrative Agent and allocated the Facility A Lenders), and one counsel for the Facility B Lenders, together in each case, with any local counsel reasonably required to realize or exercise their rights in and upon Collateral in various locations, all field examination and appraisal costs of staff counsel) and any Taxes incurred by the Administrative Agent and each Lender after an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement, the Committed Notes other Loan Documents or any such other instruments documents or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of during any such costs workout, restructuring or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimbursenegotiations in respect thereof. In addition, without duplication each of the provisions of Section 5.4, each Obligor Loan Parties hereby jointly and severally agrees to pay, and to hold save the Administrative Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable fees of the Loan Parties’ auditors in connection with any reasonable exercise by the execution, delivery Administrative Agent and enforcement the Lenders of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or their rights pursuant to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationSection 10.2. All obligations Obligations provided for in this Section 12.5 15.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes Notes, expiration or any termination of the Letters of Credit and termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of Administrative Agent and the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), Lenders in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes Note and any other Loan Documents, including without limitation, the reasonable fees and expenses of counsel for Administrative Agent and the Lenders with respect thereto and with respect to advising Administrative Agent and the Lenders as to their respective rights and responsibilities under this Agreement and the other Loan Documents, and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses expenses, if any (including reasonable attorneys’ counsel fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender expenses), in connection with the enforcement of this Agreement, the Committed Notes Note and any other Loan Documents. Other than for the default of Administrative Agent or any Lender hereunder, as to Administrative Agent or such other instruments or documents. Each Lender agrees to reimburse in default, Borrower and the Agent for such Lender’s pro rata share (based upon its respective Percentage determined Guarantors shall at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders times protect, indemnify, defend and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the save harmless Administrative Agent and the Lenders harmless from and against any and all liability forclaims, actions, suits and other legal proceedings, and liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements which Administrative Agent and the Lenders may, at any time, sustain or incur by reason of or in consequence of or arising out of the execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby. Borrower and the Guarantors acknowledge that it is the intention of the parties hereto that this Agreement shall be construed and applied to protect and indemnify Administrative Agent and the Lenders against any and all risks involved in the execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, all of which risks are hereby assumed by Borrower and the Guarantors, including, without limitation, any stampand all risks of the acts or omissions, court whether rightful or documentarywrongful, intangibleof any present or future de jure or de facto government or governmental authority, recordingprovided that Borrower and the Guarantors shall not be liable for any portion of such liabilities, filing obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or similar Taxes which may be payable in connection with the execution, delivery and enforcement disbursements resulting from Administrative Agent’s or any Lender’s gross negligence or willful misconduct. The provisions of this Agreement, Section 7.04 shall survive the borrowings hereunder, the issuance payment of the Committed Notes (if any) or Note and the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees Parent as to all costs and expenses set forth below, Newco (with respect to Newco’s share of the costs and expenses set forth below) and the German Opcos (jointly and severally with respect to the German Opcos’ share of the costs and expenses set forth below) each agree to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), Attorney Costs) in connection with the preparation, execution, syndication, delivery and administration of, (including perfection and protection of any amendment to, Collateral) of this Agreement, the Committed Notes other Loan Documents and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and (b) all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counselAttorney Costs) incurred by the Administrative Agent and each Lender in connection with the collection of the Obligations or the other enforcement of this Agreement, Agreement or the Committed Notes other Loan Documents or any such other instruments documents or documentsduring any workout, restructuring or negotiations in respect thereof. Each Lender (Without limiting the generality of the foregoing, the Parent agrees to reimburse pay for the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) costs of any environmental studies, required by any potential lender as part of the syndication of the Permanent Loans.). The Administrative Agent acting it is good faith discretion shall have the right to determine what the share of Newco and the German Opcos shall be under the first sentence of this Section 15.5 (for the avoidance of doubt, the Parent shall be liable for all costs and expenses referred to in such costs or expenses incurred by first sentence and the Administrative Agent on behalf of all and (to the extent applicable) the Lenders and not paid by shall have the Obligors right to enforce such first sentence against the Parent prior to enforcing it against the other than any fees and outBorrowers or vice-of-pocket expenses versa or may enforce against all of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimbursethem simultaneously). In addition, without duplication of the provisions of Section 5.4, each Obligor agrees Borrowers agree to pay, and to hold save the Administrative Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable fees of the Parent’s auditors in connection with any reasonable exercise by the execution, delivery Administrative Agent and enforcement the Lenders of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or their rights pursuant to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationSection 10.2. All obligations Obligations provided for in this Section 12.5 15.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes Notes, expiration or any termination of the Letters of Credit and termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket and documented costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration ofdelivery, and any filing, recording, administration, modification, amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement and/or waiver of this Agreement, the Committed Loan Notes or any such and the other instruments or documents. Each Lender agrees documents to reimburse be delivered hereunder, including the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any reasonable fees and out-of-pocket expenses of counsel for the Agent which exceed and the amount which the Company or the Borrower has agreed Paying Agent with the Agent respect thereto and with respect to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold advising the Agent and the Lenders harmless from Paying Agent as to its rights and responsibilities under this Agreement and the other Transaction Documents. The Borrower further agrees to pay on demand all liability forcosts and expenses, if any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable (including reasonable and documented counsel fees and expenses) (A) in connection with the executionenforcement (whether through negotiations, delivery and enforcement legal proceedings or otherwise) of this Agreement, the borrowings hereunder, Loan Notes and the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder and (B) incurred by the Agent or the Paying Agent in connection herewithwith the transactions described herein and in the other Transaction Documents, exceptor any potential Takeout Transaction, including in each caseany case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any such Taxes that are Other Connection Taxes imposed time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect to an assignment or participationthe transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. All obligations provided for amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 12.5 10.6, shall survive repayment be at the sole cost and expense of the Committed LoansBorrower. In addition, cancellation of the Committed Notes Borrower shall pay any and all Other Taxes and agrees to save the Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any termination of this Agreementdelay in paying or omission to pay such Other Taxes.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, each Borrower shall pay to the Administrator, each Group Agent and each Lender on demand all reasonable costs and out-of-pocket costs expenses (excluding Taxes other than Other Taxes) in connection with (i) the preparation, execution, delivery and expenses administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the perfection (and continuation) of the Administrator’s rights in the Pool Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Group Agent or any member of any Group of the obligations of each Borrower, the applicable Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including the reasonable fees fees, costs and out-of-pocket expenses of a single external legal counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, Administrator and any amendment tomember of any Group relating to any of the foregoing or to advising the Administrator, this Agreementany member of any Group, the Committed Notes any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith reasonable costs and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ external counsel fees and legal expenses and allocated costs expenses) of staff counsel) incurred by the Administrator, each Group Agent and each Lender in connection with the enforcement or administration of this Agreement, the Committed Notes Transaction Documents or any other document, agreement or instrument related thereto. Administrator and each member of each Group agree, however, that unless an Event of Default has occurred and is continuing all of such other instruments or documentsentities will be represented by a single law firm. Each Lender agrees to Borrower shall reimburse the Administrator and each Group Agent for the cost of such LenderPerson’s pro rata share (based upon its respective Percentage determined at external auditors auditing the time books, records and procedures of such reimbursement is sought) Borrower or the applicable Servicer. Each Borrower shall reimburse each Conduit Lender on demand for all reasonable costs and out of any such costs or pocket expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable such Conduit Lender in connection with the executionTransaction Documents or the transactions contemplated thereby, delivery including certain costs related to the Rating Agencies and enforcement reasonable fees and out of this Agreement, the borrowings hereunder, the issuance pocket expenses of external counsel of the Committed Notes (if any) or the execution, delivery Administrator and enforcement each member of any other instruments or documents provided Group for herein or delivered or advice relating to be delivered hereunder or such Conduit Xxxxxx’s operation in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of transactions contemplated by the Committed Notes or any termination of this AgreementTransaction Documents.

Costs, Expenses and Taxes. The Company agrees and each of the Guarantors jointly and severally agree to pay on demand all costs and expenses incident to the performance of their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (ai) the Company's cost of preparation, printing, reproduction, execution and delivery of this Agreement, each of the other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary and Final Memorandum and any amendment or supplement thereto, any other marketing related materials, (iii) any costs of all arrangements relating to the delivery including postage, etc. to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Securities, (vi) the qualification of the Securities under state securities and "blue sky" laws, including filing fees, word processing and reproduction costs of any "blue sky" memoranda and fees (not to exceed $15,000) and disbursements of counsel to the Initial Purchasers relating thereto, (vii) all reasonable out-of-pocket costs expenses in connection with any meetings with prospective investors in the Securities, (viii) fees and expenses of the Agent (Trustee, including the reasonable fees and expenses of counsel to the Trustee, (ix) all out-of-of pocket expenses of a single counsel for incurred by the Agent (and of local counsel, if any, who may be retained by said counsel)), Initial Purchasers in connection with the preparationproposed offering and sale of the Securities including, execution, delivery and administration of, and any amendment but not limited to, this Agreementreasonable fees and disbursements of counsel, the Committed Notes (x) all expenses and all other instruments or documents provided for herein or delivered or to be delivered hereunder or listing fees incurred in connection herewith and with the application for quotation of the Securities on PORTAL, (bxi) any fees charged by investment rating agencies for the rating of the Securities, (xii) all out-of-pocket costs fees and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by of the Agent Company and each Lender the Guarantors in connection with the approval of the Securities by the Depositary for "book-entry" transfer, and (xiii) except as limited by Article VII, all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), if any, of the successful enforcement of this Agreement, the Committed Notes Securities or any such other instruments agreement furnished pursuant hereto or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs thereto or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company in connection herewith or the Borrower has agreed with the Agent to reimbursetherewith. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Company shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer and other similar taxes payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, any other Basic Document or the issuance of the Committed Notes (if any) or the executionSecurities, delivery and enforcement of shall save and hold each Initial Purchaser harmless from and against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loanspaying, cancellation of the Committed Notes or any termination of this Agreementomission to pay, such taxes.

Costs, Expenses and Taxes. The Company agrees to pay ------------------------- on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)) in an amount not to exceed an amount separately agreed to between the Agent and the Company), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent for such Lender’s Bank's pro rata share (based upon its respective Percentage determined at the time such reimbursement is soughtPercentage) of any such costs or expenses incurred by the Agent on behalf of all the Lenders Banks and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold the Agent and the Lenders Banks harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar other Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 13.5 shall ------------ survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs -57- 63 and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)) in an amount not to exceed an amount separately agreed to between the Agent and the Company), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent for such Lender’s Bank's pro rata share (based upon its respective Percentage determined at the time such reimbursement is soughtPercentage) of any such costs or expenses incurred by the Agent on behalf of all the Lenders Banks and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold the Agent and the Lenders Banks harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar other Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 13.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company Each Borrower agrees (without duplication) to pay on demand (a) all reasonable out-of-pocket costs and expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement, the Notes and the other Loan Documents, any amendment or modifications of (or supplements to) any of the Agent (foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, including without limitation the reasonable fees and out-of-pocket expenses of a single XXXXXXXXXX, special counsel for to the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration ofBanks, and any amendment to, this Agreement, local counsel retained by the Committed Notes Agent relative thereto or (but not as well as) the reasonable allocated costs of staff counsel as well as the fees and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket expenses of counsel, independent public accountants and other outside experts retained by the Agent in connection with the administration of this Agreement, and all search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses and filing and recording fees and all costs and expenses (including including, without limitation, reasonable attorneys’ ' fees and legal expenses and or (but not as well as) the reasonable allocated costs of staff counsel) incurred by the Agent and each Lender ), if any, in connection with the enforcement of this Agreement, the Committed Notes Obligations, the Notes, any other Loan Document or any such other instruments agreement furnished pursuant hereto or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs thereto or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company in connection herewith or the Borrower has agreed with the Agent to reimbursetherewith. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, appropriate Borrower shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer and other similar taxes payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunderNotes, any other Loan Document or the making of any Loan or the issuance of any Letter of Credit, and each Borrower agrees to save and hold the Committed Notes (if any) or the execution, delivery Agent and enforcement of each Bank harmless from and against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying, or omission to pay, such taxes. All Any portion of the foregoing fees, costs and expenses which remains unpaid within two (2) days of the next Monthly Borrowing Date which is at least ten (10) Business Days after any Bank's statement and request for payment thereof shall bear interest from the date of such statement and request to the date of payment at the Default Rate. The appropriate Borrower will indemnify and hold harmless each Bank and the Agent and each director, officer, employee and Affiliate of each Bank and the Agent from and against all losses, claims, damages, expenses or liabilities to which such Bank or the Agent or such director, officer, employee or affiliated Person may become subject, insofar as such losses, claims, damages, expenses or liabilities (or actions, suits or proceedings including any inquiry or investigation or claims in respect thereof) arise out of, in any way relate to, or result from the transactions contemplated by this Agreement or any of the other Loan Documents and to reimburse each of the Banks and the Agent and each such director, officer, employee or affiliated Person, upon their demand, for any reasonable legal or other expenses (or (but not as well as) the reasonable allocated costs of staff counsel) incurred in connection with investigating, preparing to defend or defending any such loss, claim, damage, liability, action or claim; provided, however: (i) that no Bank shall have the right to be so indemnified hereunder for its own gross negligence or willful misconduct or bad faith or breach of this Agreement as finally determined by a court of competent jurisdiction after all appeals and the expiration of time to appeal and (ii) that nothing contained herein shall affect the obligations provided for in and liabilities of the Banks to each Borrower contained herein. If any action, suit or proceeding arising from any of the foregoing is brought against the Agent, any Bank or any other Person indemnified or intended to be indemnified pursuant to this Section 12.5 9.4, the appropriate Borrower will, if requested by the Agent, any Bank or any such indemnified Person, resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel reasonably satisfactory to the Person or Persons indemnified or intended to be indemnified. Each indemnified Person shall, if the Agent, a Bank or other indemnified Person has made the request described in the preceding sentence and such request has not been complied with, have the right to employ its own counsel (or (but not as well as) staff counsel) to investigate and control the defense of any matter covered by such indemnity and the reasonable fees and expenses of such counsel shall be at the expense of the indemnifying party. If any Borrower shall fail to do any act or thing which it has covenanted to do hereunder or any representation or warranty on the part of any Borrower contained herein shall be breached, the Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose, and will use its best efforts to give prompt written notice to the appropriate Borrower and the Guarantor that it proposes to take such action. Any and all amounts so expended by the Agent shall be repayable to it by the appropriate Borrower promptly upon the Agent's demand therefor and shall be considered a Loan hereunder; provided that, such Borrower may request reasonable supporting information with respect to any such payment demanded. If any such amount is not reimbursed to the Agent within two (2) days of the next Monthly Borrowing Date which is at least ten (10) Business Days after demand therefor, or, if such supporting information is so requested, within the date when such supporting information is provided to the applicable Borrower, the unpaid amount outstanding and due shall bear interest for all periods thereafter until paid at the Prime Rate in effect from time to time. Notwithstanding the foregoing, during any period while a Guarantor Event of Default or a Borrower Event of Default with respect to such Borrower shall have occurred and be continuing, any amounts repayable to the Agent which are outstanding after demand therefore shall bear interest at the Default Rate in effect from time to time. The obligations of each Borrower under this Section 9.4 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementAgreement and the discharge of such Borrower's other obligations hereunder.

Costs, Expenses and Taxes. The Company Borrower agrees to pay pay, or cause to be paid (A) on demand (a) the Effective Date and on such later date or dates on which the Primary Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses of the Agent (including including, without limitation, the reasonable fees and out-of-pocket expenses of a single outside counsel for the Agent (and Primary Liquidity Provider) of local counsel, if any, who may be retained by said counsel)), the Primary Liquidity Provider in connection with the preparation, negotiation, execution, delivery delivery, filing and administration of, and any amendment to, recording of this Agreement, the Committed Notes any other Operative Agreement and all any other instruments or documents provided for herein or delivered or to which may be delivered hereunder or in connection herewith with this Agreement and (bB) on demand, all out-of-pocket reasonable costs and expenses (including reasonable attorneys’ counsel fees and legal expenses and allocated costs expenses) of staff counsel) incurred by the Agent and each Lender Primary Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Primary Liquidity Provider from paying any amount under this Agreement, the Committed Notes Intercreditor Agreement or any such other instruments Operative Agreement or documents. Each Lender agrees to reimburse otherwise affecting the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at application of funds in the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseClass C-2 Primary Cash Collateral Account. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Borrower shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing stamp and other similar taxes and fees payable or similar Taxes which may determined to be payable in connection with the execution, delivery delivery, filing and enforcement recording of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or Operative Agreement and such other documents, and agrees to be delivered hereunder or in connection herewith, except, in each case, save the Primary Liquidity Provider harmless from and against any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes paying or any termination of this Agreementomission to pay such taxes or fees.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs fees and expenses of Lender (including reasonable attorneys’ including, but not limited to, UCC Filing and Search Fees and fees and legal expenses of outside counsel to Lender and allocated costs of staff counselparalegals) incurred by the Agent and each Lender in connection with the field audits and the enforcement of this Agreementthe Documents and the Loans; provided, however, that (A) so long as no Event of Default shall have occurred or will occur with the giving of notice, the Committed Notes passage of time, or any such other instruments or documents. Each Lender agrees both, the quarterly field audit fees and costs to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not be paid by the Obligors other than Borrower shall not exceed $1000.00 per day, $5000.00 per audit and an aggregate of $20,000.00 annually; and (B) if prior to conducting an audit Lender eliminates all [REDACTED], then no payment shall be due by Borrower for audit fees relating to such audit; provided, further, that if any [REDACTED] is reinstated, then audit fees shall be due and out-of-pocket expenses of counsel owing by Borrower for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseany audit conducted by Lender following such reinstatement. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Borrower shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer and other taxes payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or Documents and agrees to hold the execution, delivery Lender harmless from and enforcement of against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such taxes. All obligations provided for If any suit or proceeding arising from any of the foregoing is brought against Lender, Borrower, to the extent and in the manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender (Xxxx Xxxx Xxxx & Freidenrich LLP is hereby approved). If Borrower shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Borrower contained in this Agreement shall be breached, Lender may, in its sole and arbitrary discretion, after 10 days written notice is sent to Borrower, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lender by Borrower immediately upon the Lender’s demand therefor, with interest at a rate equal to the highest interest rate set forth in this Agreement in effect from time to time during the period from and including the date funds are so expended by Lender to the date of repayment, and any such amounts due and owing Lender shall be deemed to be part of the Liabilities secured hereunder. The obligations of Borrower under this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementAgreement and the discharge of the other obligations of Borrower under the Documents. SECTION 9.5.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket and documented costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration ofdelivery, and any filing, recording, administration, modification, amendment to, or waiver of this Agreement, the Committed Loan Notes and the other documents to be delivered hereunder, including the reasonable fees and out‑of‑pocket expenses of counsel for the Administrative Agent and the Collateral Agent with respect thereto; provided, that the Administrative Agent shall promptly consult with Borrower in the event the fees and out‑of‑pocket expenses of counsel for the Administrative Agent and the Collateral Agent incurred in connection with the addition of any Target Qualifying Tax Equity Fund exceed or are anticipated to exceed $25,000. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Notes and the other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counselB) incurred by the Administrative Agent or the Collateral Agent in connection with the transactions described herein and each Lender in the other Transaction Documents (including any increase pursuant to Section 2.6), or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this AgreementSection 10.6. Without limiting the foregoing, the Committed Notes Borrower acknowledge and agree that the Administrative Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such other instruments or documents. Each Lender agrees to reimburse professional consultants, in accordance with the Agent for such Lender’s pro rata share (based upon its respective Percentage determined provisions of this Section 10.6, shall be at the time such reimbursement is sought) sole cost and expense of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseBorrower. In addition, without duplication of the provisions of Section 5.4, each Obligor Borrower shall pay any and all Other Taxes and agrees to paysave the Administrative Agent, and to hold the Collateral Agent and the Lenders each Lender harmless from and against any and all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes paying or any termination of this Agreementomission to pay such Other Taxes.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and any other Loan Documents, including, without limitation, the fees and expenses of counsel for the Agent with respect thereto and with respect to advising the Bank as to its rights and responsibilities under this Agreement, and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses expenses, if any (including reasonable attorneys’ counsel fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender expenses), in connection with the enforcement of this Agreement, the Committed Notes and any other Loan Documents. The Borrower shall at all times protect, indemnify, defend and save harmless the Agent from and against any and all claims, actions, suits and other legal proceedings, and liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements which the Agent may, at any time, sustain or incur by reason of or in consequence of or arising out of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Borrower acknowledges that it is the intention of the parties hereto that this Agreement shall be construed and applied to protect and indemnify the Agent against any and all risks involved in the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority, provided that the Borrower shall not be liable for any portion of such other instruments liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or documentsdisbursements resulting from the Agent's gross negligence or willful misconduct. Each Lender The Agent agrees to reimburse use its best efforts to notify the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of Borrower before it incurs any such costs or expenses incurred which are reimbursable by the Agent on behalf Borrower under this Section 8.04 if such expenses equal or exceed $5,000.00, but any failure of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseso notify the Borrower will not relieve the Borrower of its obligations hereunder. In addition, without duplication The provisions of this Section 8.04 shall survive the payment of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent Notes and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent for such Lender’s Bank's pro rata share (based upon its respective Percentage determined at the time such reimbursement is soughtPercentage) of any such costs or expenses incurred by the Agent on behalf of all the Lenders Banks and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and Credit Agreement to hold the Agent and the Lenders Banks harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar other Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 13.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company US Borrower agrees to pay on demand all costs and expenses of Agent and Collateral Agent and all Related Expenses, including but not limited to (a) all reasonable syndication, administration, travel and out-of-pocket costs expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent and Collateral Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent and Collateral Agent in connection with the Agent administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (including c) the reasonable fees and out-of-pocket expenses of a single special counsel for Agent or Collateral Agent, with respect to the Agent (foregoing, and of local counsel, if any, who may be retained by said counsel)), in connection special counsel with the preparation, execution, delivery and administration ofrespect thereto. US Borrower, and any amendment toappropriate Foreign Borrower, this Agreement, the Committed Notes and also agrees to pay on demand all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (of Agent, Collateral Agent and the Lenders, including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender expenses, in connection with the restructuring or enforcement of the Obligations, this Agreement, the Committed Notes Agreement or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseRelated Writing. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, US Borrower and to hold the Agent any appropriate Foreign Borrower shall pay any and the Lenders harmless from all liability for, any stamp, court transfer, documentary and other taxes, assessments, charges and fees payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or Loan Documents, and the execution, delivery and enforcement of any other instruments or and documents provided for herein or delivered or to be delivered hereunder hereunder, and agree to hold Agent, Collateral Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in connection herewithpaying or failure to pay such taxes or fees, exceptother than those liabilities resulting from the gross negligence or willful misconduct of Agent, or, with respect to amounts owing to a Lender, such Lender, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationcase as determined by a court of competent jurisdiction. All obligations provided for in this Section 12.5 11.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)) in an amount not to exceed an amount separately agreed to between the Agent and the Company), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent for such Lender’s Bank's pro rata share (based upon its respective Percentage determined at the time such reimbursement is soughtPercentage) of any such costs or expenses incurred by the Agent on behalf of all the Lenders Banks and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold the Agent and the Lenders Banks harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar other Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 13.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) immediately when due all reasonable out-of-pocket costs and expenses in connection with the preparation, execution, delivery, filing, recording, and administration and enforcement of or monitoring of compliance with this Reimbursement Agreement and the Agent (including Related Documents and any other documents which may be delivered in connection with this Reimbursement Agreement or the transactions contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expenses of a single the Bank and of counsel and any agents or consultants for the Agent (Bank, with respect thereto and of local counsel, if any, who may be retained by said counsel)), in connection with respect to advising the preparation, execution, delivery Bank as to its rights and administration ofresponsibilities under this Reimbursement Agreement, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket reasonable costs and expenses (including reasonable attorneys’ counsel fees and legal expenses expenses) in connection with (i) the preparation and allocated enforcement of this Reimbursement Agreement, the Related Documents and such other documents which may be delivered in connection herewith or therewith or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Bank from paying any amount under the Letter of Credit; provided, however, in the event of a lawsuit between the parties hereto, the prevailing party is entitled to recover costs of staff counsel) and reasonable counsel fees incurred by the Agent and each Lender in connection with the enforcement of this Agreementlawsuit, as determined by the Court. In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, the Committed Notes or any such other instruments or documents. Each Lender agrees Bank is entitled to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such recover costs or expenses and reasonable counsel fees incurred by the Agent on behalf Bank related to the preservation, protection, or enforcement of all any rights of the Lenders and not paid by Bank in such case. As used in this section, “counsel fees” includes allocated costs of the Obligors other than any fees and outBank’s in-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimbursehouse counsel. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees Borrower shall pay any and all stamps and other taxes and fees payable or determined to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery delivery, filing and enforcement recording of this Reimbursement Agreement, the borrowings hereunderRelated Documents and such other documents, and agrees to save the issuance of the Committed Notes (if any) or the execution, delivery Bank harmless from and enforcement of against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes paying or any termination of this Agreementomission to pay such taxes and fees.

Costs, Expenses and Taxes. The Company Borrower hereby agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including and any Lender in connection with the preparation, negotiation, execution and delivery of this Amendment and any other agreements, instruments and documents to be negotiated, reviewed, executed or delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of a single legal counsel for the Administrative Agent and the Lenders with respect thereto and with respect to advising the Administrative Agent and the Lenders as to its and their respective rights and responsibilities hereunder and thereunder (which fees and expenses, as to legal counsel of local counselthe Administrative Agent, shall be paid directly to legal counsel of the Administrative Agent upon presentation of an invoice for legal services rendered). The Borrower hereby further agrees to pay on demand all costs and expenses, if anyany (including, who may be retained by said counsel)without limitation, reasonable legal counsel fees and expenses), in connection with the preparationenforcement (whether through negotiations, executionlegal proceedings or otherwise) of this Amendment and the other agreements, delivery instruments and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder negotiated, reviewed, executed or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, exceptincluding, without limitation, reasonable fees and expenses of legal counsel in connection with the enforcement of rights under this Section 7. In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and the other agreements, instruments and documents to be delivered hereunder, and agrees to save the Administrative Agent and each case, Lender harmless from and against any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes paying or any termination of this Agreementomission to pay such taxes.

Costs, Expenses and Taxes. The Company Borrower agrees (a) to pay or reimburse the Administrative Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents, any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and the exercise of its rights under Section 5.6, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. Borrower shall also pay on demand the expenses of the Construction Consultant in connection with the monitoring services provided by the Construction Consultant (a) all reasonable out-of-pocket as more fully set out in a letter agreement between the Administrative Agent and Borrower). The foregoing costs and expenses of the Agent (including the reasonable shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Administrative Agent and the Lenders harmless from all liability for, cost of independent public accountants and other outside experts retained by the Administrative Agent or any stamp, court or documentary, intangible, recording, filing or similar Taxes which may Lender. All amounts due under this Section 12.3 shall be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationwithin ten Business Days after demand therefor. All obligations provided for The agreements in this Section 12.5 shall survive the termination of the Commitments and repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreementall other Obligations.

Costs, Expenses and Taxes. The Company agrees Borrower agrees, subject to pay Section 7.08(d) below and the Fee Letter to the extent applicable, to pay, or cause to be paid (A) on demand (a) the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses of the Agent (including including, without limitation, the reasonable fees and out-of-pocket expenses of a single outside counsel for the Agent (and Liquidity Provider) of local counsel, if any, who may be retained by said counsel)), the Liquidity Provider in connection with the preparation, negotiation, execution, delivery delivery, filing and administration of, and any amendment to, recording of this Agreement, the Committed Notes any other Operative Agreement and all any other instruments or documents provided for herein or delivered or to which may be delivered hereunder or in connection herewith with this Agreement and (bB) on demand, all out-of-pocket reasonable costs and expenses (including reasonable attorneys’ counsel fees and legal expenses and allocated costs expenses) of staff counsel) incurred by the Agent and each Lender Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), (iii) the replacement of this Agreement by a Replacement Liquidity Facility pursuant to Section 3.5(e)(i) of the Intercreditor Agreement or (iv) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Committed Notes Intercreditor Agreement or any such other instruments Operative Agreement or documents. Each Lender agrees otherwise affecting the application of funds in the Class A Cash Collateral Account relating to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimbursethis Liquidity Facility. In addition, without duplication of the provisions of subject to Section 5.4, each Obligor agrees to pay, and to hold the Agent 7.08(d) below and the Lenders harmless from Fee Letter to the extent applicable, the Borrower shall pay any and all liability for, any stamp, court or documentary, intangible, recording, filing stamp and other similar taxes and fees payable or similar Taxes which may determined to be payable in connection with the execution, delivery delivery, filing and enforcement recording of this Agreement, any other Operative Agreement and such other documents, and agrees to hold the borrowings hereunderLiquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. Notwithstanding the foregoing, the issuance any obligation of the Committed Notes Borrower (if anyor United) to reimburse or pay fees of counsel for the executionLiquidity Provider (pursuant to this Section 7.07 or any other applicable provision of the Operative Agreements) shall be based on (and limited to) one counsel for all “Liquidity Providers” for the Class A Certificates (and, delivery and enforcement (i) in the case of any other instruments conflict of interest (excluding for avoidance of doubt any conflicts, and any reimbursement for legal fees, attributable to transfers between, or documents provided for herein separate agreements or delivered [Revolving Credit Agreement (2020-1A)] claims between or to be delivered hereunder or in connection herewith, except, in each caseamong, any such Taxes that are Other Connection Taxes imposed with “Liquidity Providers”), up to one additional counsel for all affected “Liquidity Providers”, and (ii) one Federal Aviation Administration counsel and/or local counsel in any relevant jurisdiction), as selected by the applicable such “Liquidity Provider” (as among the relevant such “Liquidity Providers” so having the right to select such counsel) having the highest outstanding aggregate amount of Liquidity Obligations (taking into account all Liquidity Facilities for Class A Certificates) or as may otherwise be agreed as among such “Liquidity Providers” in respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreementsuch selection.

Costs, Expenses and Taxes. The Company agrees to pay ------------------------- on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)) in an amount not to exceed an amount separately agreed to between the Agent and the Company), in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Bank in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender Bank agrees to reimburse the Agent for such Lender’s Bank's pro rata share (based upon its respective Percentage determined at the time such reimbursement is soughtPercentage) of any such costs or expenses incurred by the Agent on behalf of all the Lenders Banks and not paid by the Obligors Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold the Agent and the Lenders Banks harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar other Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, execution and delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 13.5 shall survive repayment of the Committed Loans, cancellation of the Committed ------------ Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), Noteholders in connection with the preparation, execution, execution and delivery and administration of, and any amendment to, of this Agreement, the Committed Senior Notes, the other Senior Notes Documents and all other instruments or and documents provided for herein or delivered or to be delivered hereunder or in connection herewith hereunder, and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the consummation of the transactions contemplated hereby and thereby, as well as all reasonable costs and expenses 77 of the Noteholders in connection with the amendment, waiver (whether or not such amendment or waiver becomes effective) or enforcement of this Agreement, the Committed Senior Notes, the other Senior Notes or any such Documents, and other instruments or documentsand documents to be delivered hereunder and thereunder, including without limitation the expenses of the Noteholders under Section 6.9.1 hereof at any time after a Default has occurred and is continuing. Each Lender Notwithstanding the preceding sentence, and in addition to the provisions of such sentence, the Company agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent pay on behalf of demand all the Lenders and not paid by the Obligors other than any reasonable fees and out-of-out of pocket expenses of Xxxxxxx Procter LLP, special counsel for to the Agent which exceed the amount which the Company or the Borrower has agreed Purchasers in connection with the Agent transactions contemplated by this Agreement, including any amendment, waiver (whether or not such amendment or waiver becomes effective) or enforcement of this Agreement, the Senior Notes, the Senior Notes Documents, and other instruments and documents to reimbursebe delivered hereunder and thereunder. In addition, without duplication the Company agrees to pay (a) the travel and other reasonable expenses of the provisions of Section 5.4Purchasers incurred in connection with the transactions contemplated by this Agreement, each Obligor agrees (b) any and all stamp and other similar taxes (expressly excluding income and capital gain taxes) payable or determined to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunderSenior Notes, the issuance of other Senior Notes Documents, and the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or and documents provided for herein or delivered or to be delivered hereunder or thereunder and (c) the reasonable expenses of preparing Senior Notes from time to time in connection herewithwith exchanges and transfers of notes, exceptthe expenses of delivering copies of Senior Notes Documents to Noteholders, in and the Company agrees to save each case, Noteholder harmless from and against any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes paying or any termination of this Agreementomission to pay such taxes and filing fees.

Costs, Expenses and Taxes. The Company Reseller agrees to pay on demand (a) all reasonable and documented fees and expenses of counsel to CPC in connection with the enforcement of the Documents and the Indebtedness, including, but not limited to reasonable attorney fees and costs incurred upon an Automatic Default, and (b) CPC’s standard wire transfer and check return fees, all as may be established and changed by CPC from time to time. Without limitation of and in addition to the foregoing, Reseller shall pay to CPC all reasonable audit fees in connection with audits of the books and records and properties of Reseller and such other matters as CPC shall deem appropriate in its reasonable credit judgment, plus all out-of-pocket expenses incurred by CPC in connection with such audits, whether such audits are conducted by employees of CPC or by third parties hired by CPC. Through execution of this Agreement, Reseller consents to such audits by CPC or third parties hired by CPC. Audit fees and reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may equivalent to CPC’s actual cost shall be retained payable promptly upon demand therefor by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or CPC from time to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimbursetime. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Reseller shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer and other taxes payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery Documents and enforcement of agrees to hold CPC harmless from and against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such taxes. All obligations provided for If any suit or proceeding arising from any of the foregoing is brought against CPC, Reseller, to the extent and in the manner directed by CPC, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by CPC. If Reseller shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Reseller contained in this Agreement shall be breached, CPC may, in its sole and absolute discretion, after 10 days written notice having been sent to Reseller, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; any and all amounts so expended by CPC shall be repayable to CPC by Reseller immediately upon CPC’s demand therefor, with interest at a rate equal to the highest interest rate set forth in this Agreement in effect from time to time during the period from and including the date funds are so expended by CPC to the date of repayment, and any such amounts due and owing CPC shall be deemed to be part of the Indebtedness secured hereunder. The obligations of Reseller under this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementAgreement and the discharge of the other obligations of Reseller under the Documents.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand all reasonable costs and expenses of Agent, including, but not limited to, (a) all reasonable syndication, administration, travel and out-of-pocket costs expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the Agent administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (including c) the reasonable fees and out-of-pocket expenses of a single special counsel for Agent, with respect to the Agent (foregoing, and of local counsel, if any, who may be retained by said counsel)), in connection special counsel with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and respect thereto. Borrower also agrees to pay on demand all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (of Agent and the Lenders, including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender expenses, in connection with the restructuring or enforcement of the Obligations, this Agreement, the Committed Notes Agreement or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseRelated Writing. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Borrower shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer, documentary and other taxes, assessments, charges and fees payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or Loan Documents, and the execution, delivery and enforcement of any other instruments or and documents provided for herein or delivered or to be delivered hereunder hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in connection herewithpaying or failure to pay such taxes or fees, exceptother than those liabilities resulting from the gross negligence or willful misconduct of Agent, or, with respect to amounts owing to a Lender, such Lender, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationcase as determined by a court of competent jurisdiction. All obligations provided for in this Section 12.5 10.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket and documented costs and expenses in connection with the preparation, execution, delivery, filing, recording, administration, modification, amendment or waiver of this Agreement, the Agent (Loan Notes and the other documents to be delivered hereunder, including the reasonable fees and out-of-pocket expenses of a single counsel for the Administrative Agent, any Lender and the Paying Agent (with respect thereto and of local counselwith respect to advising the Administrative Agent, such Lender and the Paying Agent as to their respective rights and responsibilities under this Agreement and the other Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any, who may be retained by said counsel)), any (including reasonable and documented counsel fees and expenses) (A) in connection with the preparationenforcement (whether through negotiations, execution, delivery and administration of, and any amendment to, legal proceedings or otherwise) of this Agreement, the Committed Loan Notes and all the other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counselB) incurred by the Administrative Agent, any Lender or the Paying Agent in connection with the transactions described herein and each Lender in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this AgreementSection 10.6. Without limiting the foregoing, the Committed Notes Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of their assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such other instruments or documentsprofessional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. Each Lender In addition, the Borrower shall pay any [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. and all Other Taxes and agrees to reimburse save the Administrative Agent, the Paying Agent for and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Lender’s pro rata share (based upon its respective Percentage determined at Other Taxes. Notwithstanding anything to the time such reimbursement is sought) contrary set forth in this Section 10.6, the Borrower shall not be required to pay the costs or expenses of any the Lenders following an Event of Default if such costs or expenses incurred by are related to disputes among the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementLenders.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees and out-of-pocket expenses of a single Lord, Bissell & Brook, counsel for the Administrative Agent (and of local counsel, if any, who may be retained by said counsel)), ) in connection with the preparation, execution, delivery delivery, administration, syndication and administration of, and any amendment to, marketing of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith herewith, in the case of the foregoing subject to limitations previously agreed by the Company and (b) the Administrative Agent, and all out-of-pocket costs and expenses (including reasonable attorneys’ ' fees and legal expenses and allocated costs of staff counselexpenses) incurred by the Administrative Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or Notes, any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of documents or any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimbursecollateral security. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold save the Administrative Agent and the Lenders harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing other taxes (excluding franchise taxes and taxes imposed on or similar Taxes measured by any Lender's net income or receipts) which may be payable in connection with the execution, execution or delivery and enforcement of this Agreement, the borrowings borrowing hereunder, or the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. The Company also agrees to reimburse the Administrative Agent and each Lender upon demand for all reasonable out-of- pocket expenses (including attorneys' fees and legal expenses including the allocated time charges of each Lender's legal departments, exceptas their respective internal counsel) incurred by the Administrative Agent or such Lender in connection with (x) the negotiation of any restructuring or work-out, in each casewhether or not consummated, of any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment Obligations and (y) the enforcement of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementObligations.

Costs, Expenses and Taxes. The Company agrees Borrowers agree to pay on promptly (and in any event, within three (3) Business Days) upon demand reasonable and documented out-of-pocket legal fees and other out-of-pocket expenses of Agent and each Lender related to the preparation, negotiation, documentation, execution, filing or delivery of this Agreement, any Senior Participation Agreement or any other Credit Document and any and all waivers, amendments or modifications of any Senior Participation Agreement or any of the Credit Documents or any of the terms and provisions thereof. In any calendar year, the Agent and the Lenders shall be permitted to conduct audits and inspections in accordance with this Agreement, any Senior Participation Agreement and any other Credit Documents. The Borrowers shall reimburse the Agent and Lenders for up to four (a4) such audits or inspections in any calendar year in an amount not to exceed $200,000 in the aggregate, and any additional audits or inspections will be conducted at the sole expense of the Agent and the Lender; provided and notwithstanding the foregoing, upon the occurrence of an Event of Default, any such audit or inspection will be conducted at the sole expense of the Borrowers without regard to such reimbursement cap. Borrowers shall also pay promptly (and in any event, within three (3) Business Days) upon demand therefor all reasonable out-of-pocket fees (including without limitation, legal fees and expenses), costs and other expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with collection of the Loan, the maintenance or preservation of the security interest in the Collateral, the sale, disposition or other realization on the Collateral, or the enforcement of this AgreementAgent’s, the Committed Notes Holders’ and Lenders’ rights hereunder, under any Senior Participation Agreement or under any Credit Document, including, without limitation, such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such fees, costs or and expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed Agent, in its reasonable business judgment, deems reasonably necessary to preserve or protect the amount which business conducted by Borrowers, the Company Guarantors the Collateral, or the Borrower has agreed with the Agent to reimburseany portion thereof. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees Borrowers shall also pay any and all Other Taxes or filing fees payable or determined to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, execution and delivery of the Notes and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery Collateral and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewithhereunder, exceptand agrees to save Agent, in each case, Holders and Lenders harmless from and against any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes payment or any termination of this Agreementomission to pay such Taxes.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand demand, ------------------------- without further order of or application to the Bankruptcy Court, (a) all reasonable out-of-pocket costs and expenses of the each Arranger and any Agent (including the reasonable fees and out-of-pocket expenses charges of a single counsel for each of the Agent (Arrangers and each Agent, of local counsel, if any, who may be retained by said counsel)), counsel and the reasonable fees and expenses of financial advisors to each of the Arrangers and each Agent) in connection with the preparation, execution, syndication, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes other Loan Documents and all other instruments documents provided for herein or documents delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), and (b) all costs and expenses (including reasonable attorneys' fees (including the allocable costs of internal legal services and all disbursements of internal counsel), court costs and other legal expenses of the Agents and each of the Lenders and the reasonable fees and expenses of financial advisors to each of the Arrangers and each Agent) incurred by any Arranger and any Agent and each Lender after an Event of Default in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents. Each Lender agrees to reimburse each Arranger and any Agent for such Lender's pro rata share (based on its respective Total Percentage) of any such costs and expenses of such Arranger or such Agent not paid by the Borrower. In addition, the Borrower agrees to pay, and to save each of the Arrangers and each Agent and the Lenders harmless from all liability for, (a) any stamp or other taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ any fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Borrower's auditors in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of exercise by any such costs or expenses incurred by the Agent on behalf of all the Lenders Arranger and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or their rights pursuant to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationSection 11.2. All obligations provided for in this Section 12.5 15.4 ------------ ------------ shall survive repayment of the Committed Loans, termination of the Letters of Credit, cancellation of the Committed Notes or and any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees Debtors agree to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs fees and expenses of Lender (including reasonable attorneys’ including, but not limited to, UCC Filing and Search Fees and fees and legal expenses of outside counsel to Lender and allocated costs of staff counselparalegals) incurred by the Agent and each Lender in connection with with-the making of the loans which are the subject of the Note and preparation, administration and enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse Documents and the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseLiabilities. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Debtors shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer and other taxes payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or Documents and agrees to hold the execution, delivery Lender harmless from and enforcement of against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such taxes. All obligations provided for If any suit or proceeding arising from any of the foregoing is brought against Lender, Debtors, to the extent and in the manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender. If Debtors shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Debtors contained in this Section 12.5 Agreement shall survive repayment be breached, Lender may, in its sole and arbitrary discretion, after 10 days written notice is sent to Debtors, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lender by Debtors immediately upon the Lender's demand therefor, with interest at a rate equal to the highest interest rate set forth in the Note in effect from time to time during the period from and including the date funds are so expended by Lender to the date of repayment, and any such amounts due and owing Lender shall be deemed to be part of the Committed LoansLiabilities secured hereunder, cancellation The obligations of Debtors under this Section shall survive' the Committed Notes or any termination of this AgreementAgreement and the discharge of the other obligations of Debtors under the Documents.

Costs, Expenses and Taxes. The Company agrees Debtors agree to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs fees and expenses of Lender (including reasonable attorneys’ includ­ing, but not limited to, UCC filing and search fees and legal fees and expenses of outside counsel to Lender and allocated costs of staff counselparalegals) incurred by the Agent and each Lender in connection with the enforcement of transactions contemplated in the Financing Agreement and this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Debtors shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer and other taxes payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, Agreement and agrees to hold the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery Lender harmless from and enforcement of against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such taxes. All obligations provided for If any suit or proceeding arising from any of the foregoing is brought against Lender, Debtors, to the extent and in the manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender. If Debtors shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Debtors contained in this Agreement shall be breached, Lender may, in its sole and arbitrary discre­tion, after 10 days written notice is sent to Debtors, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lender by Debtors immediately upon the Lender's demand therefor, with interest at a rate equal to the highest interest rate set forth in the Notes in effect from time to time during the period from and including the date funds are so expended by Lender to the date of repayment, and any such amounts due and owing Lender shall be deemed to be part of the Obligations secured hereunder. The obligations of Debtors under this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementAgreement and the discharge of the other obli­gations of Debtors hereunder.

Costs, Expenses and Taxes. The Company agrees Resellers agree to pay on demand all fees and expenses of counsel to CPC in connection with the enforcement of the Documents and the Indebtedness, including, but not limited to (a) reasonable attorney fees and costs incurred upon an Automatic Default, and (b) CPC’s standard wire transfer and check return fees, all reasonable out-of-pocket costs as may be established and expenses changed by CPC from time to time. Through execution of this Agreement, Resellers agree to audits of the Agent (including the books and records and properties of Resellers and such other matters as CPC shall deem appropriate in its reasonable credit judgment, whether such audits are conducted by employees of CPC or third parties hired by CPC. CPC shall pay such audit fees unless there is an Event of Default. If there is an Event of Default, audit fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may shall be retained payable by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred Resellers immediately upon demand therefor by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseCPC. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Resellers shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer and other taxes payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery Documents and enforcement of agrees to hold CPC harmless from and against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such taxes. All obligations provided for If any suit or proceeding arising from any of the foregoing is brought against CPC, Resellers, to the extent and in the manner directed by CPC, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by CPC. If Resellers shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Resellers contained in this Agreement shall be breached, CPC may, in its sole and absolute discretion, after 10 days written notice having been sent to Resellers, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; any and all amounts so expended by CPC shall be repayable to CPC by Resellers immediately upon CPC’s demand therefor, with interest at a rate equal to the highest interest rate set forth in this Agreement in effect from time to time during the period from and including the date funds are so expended by CPC to the date of repayment, and any such amounts due and owing CPC shall be deemed to be part of the Indebtedness secured hereunder. The obligations of Resellers under this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementAgreement and the discharge of the other obligations of Resellers under the Documents.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) the costs, and all reasonable out-of-pocket costs expenses incurred by Lender in connection with the preparation, execution , delivery, administration, modification and expenses amendment of this Loan Agreement, the Agent (including other Loan Documents and any other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of a single counsel for Lender with respect thereto and with respect to advising Lender as to its rights and responsibilities under this Loan Agreement and the Agent other Loan Documents. Borrower further agrees to pay all costs and expenses of Lender (including, without limitation, reasonable counsel fees and of local counselexpenses, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes court costs and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including litigation expenses, including, but not limited to, reasonable attorneys’ fees and legal expert witness fees, document copying expenses, exhibit preparation, courier expenses, postage expenses and allocated costs of staff counselcommunication expense) incurred by the Agent and each Lender in connection with the enforcement of this Loan Agreement, the Committed Notes other Loan Documents and any other documents delivered hereunder, including, without limitation, costs and expenses incurred in connection with any bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar proceeding, or any such refinancing or restructuring in the nature of a "workout" of the Loan Documents and any other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred documents delivered by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburserelated thereto. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees Borrower shall pay any and all stamp and other taxes payable or determined to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Loan Agreement, the borrowings hereunder, other Loan Documents and the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewithhereunder, except, in each case, and agrees to hold Lender harmless from and against any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such taxes. All obligations provided Whenever Borrower is obligated to pay or reimburse Lender for in any attorney's fees, those fees shall include the allocated costs for services of Lender's in-house counsel. Payments from the Borrower of amounts due pursuant to this Section 12.5 SECTION 8.5 shall survive repayment be due ten (10) days after it has received from the Lender written notice of the Committed Loans, cancellation nature of the Committed Notes or any termination item for which payment is required and the amount due, other than amounts due pursuant to the last sentence of this Agreementthe previous paragraph which amounts shall be due on demand.

Costs, Expenses and Taxes. The Company agrees Borrower agrees, whether or not the Loan is made hereunder, to pay on demand demand: (a) all reasonable out-of-pocket costs and expenses of the Agent Lenders (including the reasonable fees and out-of-pocket expenses of a single counsel and paralegals for the Agent (and of local counsel, if any, who may be retained by said counsel)), Lender) incurred in connection with the preparation, executionexecution and delivery of the Loan Documents and the preparation, delivery negotiation and administration of, and execution of any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or amendments to be delivered hereunder or each thereof, including all due diligence undertaken in connection herewith and therewith, (b) all out-of-pocket costs and expenses of the Lenders (including reasonable attorneys’ the fees and legal expenses of counsel and allocated costs of staff counselparalegals for the Lenders) incurred by the Agent and each Lender in connection with the administration and the enforcement of this Agreementthe Loan Documents and (c) (i) costs incurred in connection with appraisals and insurance reviews, field examinations and the Committed Notes preparation of reports, based on the fees charged by a third party retained by Lenders or any such the internally allocated fees for each Person employed by Lenders with respect to each field examination, (ii) background checks regarding senior management and/or key investors, taxes, fees and other instruments or documents. Each Lender agrees charges for (A) lien and title searches and (B) filing financing statements and continuations, and other actions to reimburse the Agent for such perfect, protect, and continue Lender’s pro rata share Liens (based upon its respective Percentage determined at the time such reimbursement is soughtd) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for preserving, protecting and insuring the Agent which exceed the amount which the Company or the Collateral. The Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and save the Lenders harmless from all liability for, any stamp, court stamp or documentary, intangible, recording, filing or similar Taxes other taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment the execution or participationdelivery of the Loan Documents. All The obligations provided for in of the Borrower under this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement. All of the foregoing costs and expenses may be charged to the Borrower as Revolving Loans or to another deposit account.

Costs, Expenses and Taxes. The Company (a) In addition to the rights of indemnification granted under SECTION 3.1 hereof, the Seller agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, (including periodic auditing of Pool Receivables) of this Agreement, the Committed Notes Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement and the other documents and agreements to be delivered hereunder or in connection herewith, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement and the other instruments or documents provided for herein or delivered or and agreements to be delivered hereunder or in connection herewith and the waiving of any provisions thereof, and including in all cases, without limitation, Attorney Costs for the Agent, each Purchaser, each Program Support Provider, each Purchaser Agent, the Insurer and their respective Affiliates and agents with respect thereto and with respect to advising the Agent, the Purchaser, each Program Support Provider, the Insurer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents (b) all out-of-pocket PROVIDED that unless a Termination Event or Unmatured Termination Event shall have occurred, the costs and expenses payable in connection with the administration of the Transaction Documents (excluding any costs and expenses in connection with any amendment, amendment and restatement, modification, supplement or waiver and any costs and expenses in connection with enforcement) in any year shall not exceed $25,000), and all reasonable costs and expenses, if any (including reasonable attorneys’ fees and legal expenses and allocated costs Attorney Costs), of staff counsel) incurred by each Purchaser Agent, each Purchaser, each Program Support Provider, the Insurer, the Agent and each Lender their respective Affiliates and agents, in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent Agreement and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementTransaction Documents.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket fees, costs and expenses of the Administrative Agent and PrivateBank (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counselAttorney Costs and, if anyrequired hereunder, who may be retained by said counselany Taxes, (without, however, duplication of the Company’s obligations under Section 7.6 hereof)), ) in connection with the preparation, execution, syndication, delivery and administration of(including perfection and protection of any of the Collateral and Real Estate Collateral and the costs of any E-System (or other similar service), and any amendment to, if applicable) of this Agreement, the Committed Notes other Loan Documents and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and (b) all reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs Attorney Costs and, if required hereunder, any Taxes, (without, however, duplication of staff counselthe Company’s obligations under Section 7.6 hereof)) incurred by the Administrative Agent from and each Lender after an Event of Default and during the continuance thereof in connection with the collection of the Obligations or the enforcement of this Agreement, Agreement the Committed Notes other Loan Documents or any such other instruments documents or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) during any workout, restructuring or negotiations in respect thereof or any exercise of any such costs rights or expenses incurred by remedies hereunder or under the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseLoan Documents. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, and to hold save the Administrative Agent and the Lenders harmless from all liability for, any stamp, court fees of the Company’s auditors or documentary, intangible, recording, filing or similar Taxes which may be payable examiners in connection with any exercise by the execution, delivery Administrative Agent and enforcement the Lenders of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or their rights pursuant to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationSection 10.2. All obligations Obligations provided for in this Section 12.5 15.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any Notes, and termination of this Agreement. Notwithstanding anything to the contrary herein, legal fees pursuant to this Agreement and the other Loan Documents shall be limited to the reasonable fees, costs, expenses, charges and disbursements of one counsel for the Administrative Agent and for all Lenders, collectively, and, if reasonably necessary or advisable as determined by the Administrative Agent, the reasonable fees, costs, expenses, charges and disbursements of one local counsel per jurisdiction, provided, however, in the event of any actual or perceived conflict of interest among or between any or all of the Lenders and/or the Administrative Agent, as reasonably determined by the Administrative Agent, then the Loan Parties shall be liable for the fees, costs, expenses, charges and disbursements related to one additional counsel in each relevant jurisdiction for each Lender affected by such conflict.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent Agents and the Co-Arrangers (including the reasonable fees and out-of-pocket expenses charges of a single counsel for the Administrative Agent (and of local counsel, if any, who may be retained by said counsel)), ) in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes Agreement and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) including, without limitation, any amendment, supplement or waiver to this Agreement or any such other document). The Company further agrees to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees ' fees, court costs and other legal expenses and allocated costs of staff counsel) incurred by the Agent each Agent, each Co-Arranger and each Lender in connection with (i) the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Company hereunder and (ii) the enforcement of this Agreement, the Committed Notes Agreement or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents document provided for herein or delivered or to be delivered hereunder or in connection herewith. In addition, exceptthe Company agrees to pay, in each caseand to save the Agents, the Co-Arrangers and the Lenders harmless from all liability for, any such Taxes that are Other Connection Taxes imposed stamp or other similar taxes which may be payable in connection with respect the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other document provided for herein or delivered or to an assignment be delivered hereunder or participationin connection herewith. All obligations provided for in this Section 12.5 14.4 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or and any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on not later than 30 days after demand (a) therefor, whether or not the transactions contemplated herein are consummated, all reasonable out-of-pocket costs and expenses of the Administrating Bank, each other Agent (including and the Funding Bank in connection with the preparation, negotiation, syndication, execution, delivery, filing and administration of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of a single special counsel for the Agent (Administrating Bank and of local counselthe Funding Bank with respect thereto and with respect to advising the Administrating Bank and the Funding Bank as to their rights and responsibilities under this Agreement and the Collateral Agreements, if any, who and to pay all reasonable counsel fees and expenses that may be retained incurred by said counsel)), the Administrating Bank and each of the Banks in connection with the preparation, execution, delivery and administration any Reimbursement Event of Default or Prepayment Event or any waiver or amendment of, and any amendment toor the enforcement of, this Agreement, the Committed Notes Agreement and all such other instruments or documents provided for herein or delivered or to which may be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor Company agrees to pay, pay any and all stamp and other taxes and fees payable or determined to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery delivery, filing and enforcement recording of this Agreement, Agreement and such other documents and agrees to hold the borrowings Administrating Bank 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; provided that the Administrating Bank and the Banks agree promptly to notify the Company of any such taxes and fees which are incurred by the Administrating Bank or such Bank (as the case may be). Without prejudice to the survival of any other obligation of the Company hereunder, the issuance obligations of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for Company contained in this Section 12.5 21 shall survive repayment the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Committed Loans, cancellation Letters of the Committed Notes or any termination of Credit and this Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on onwithin 30 days of written demand (a) all reasonable and documented out-of-pocket costs and expenses of the Agent (including includinglimited, in the case of counsel, to the reasonable and documented fees and out-of-pocket expenses of a single outside counsel for the Agent (and and, if reasonably required, of a single local counsel, if any, who may be retained by said counselcounsel for the Agent in each appropriate jurisdiction)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all reasonable and documented out-of-pocket costs and expenses (including includinglimited, in the case of counsel, to the reasonable attorneys’ attorneys’and documented fees and legal legalout-of-pocket expenses and allocated costs costsof a single outside counsel for the Agent and the Lenders (and, if reasonably required, of staff xxxxxx single local counsel) for the Agent and the Lenders in each appropriate jurisdiction)) and, in the case of an actual or perceived conflict of interest, a single additional firm of outside counsel (or, if reasonably required, a single additional local counsel in each appropriate jurisdiction), incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationparticipation other than an assignment made pursuant to Section 12.9(c). All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay pay, or cause to be paid (A) on demand (a) the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses of the Agent (including including, without limitation, the reasonable fees and out-of-pocket expenses of a single outside counsel for the Agent (and Liquidity Provider) of local counsel, if any, who may be retained by said counsel)), the Liquidity Provider in connection with the preparation, negotiation, execution, delivery delivery, filing and administration of, and any amendment to, recording of this Agreement, the Committed Notes any other Operative Agreement and all any other instruments or documents provided for herein or delivered or to which may be delivered hereunder or in connection herewith with this Agreement and (bB) on demand, all out-of-pocket reasonable costs and expenses (including reasonable attorneys’ counsel fees and legal expenses and allocated costs expenses) of staff counsel) incurred by the Agent and each Lender Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative 26 22 Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) other than amendments requested by the Liquidity Provider or a transfer made by the Liquidity Provider either voluntarily or as a result of the mitigation provisions of Article 3 or a Non-Extension Drawing or a Downgrade Drawing or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Committed Notes Intercreditor Agreement or any such other instruments Operative Agreement or documents. Each Lender agrees to reimburse otherwise affecting the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at application of funds in the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseClass B Cash Collateral Accounts. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Borrower shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing stamp and other similar taxes and fees payable or similar Taxes which may determined to be payable in connection with the execution, delivery delivery, filing and enforcement recording of this Agreement, any other Operative Agreement and such other documents, other than amendments requested by the borrowings hereunder, Liquidity Provider or a transfer made by the issuance Liquidity Provider either voluntarily or as a result of the Committed Notes (if any) mitigation provisions of Article 3 or a Non-Extension Drawing or a Downgrade Drawing, and agrees to save the execution, delivery Liquidity Provider harmless from and enforcement of against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes paying or any termination of this Agreementomission to pay such taxes or fees.

Costs, Expenses and Taxes. The Company agrees Companies jointly and severally agree to pay on demand (awithout duplication), all of the following fees, costs and expenses incurred by the Bank: (i) all reasonable out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution, closing and delivery of the Agent (Fifth Amendment and any and all other documents furnished pursuant thereto or in connection therewith, including the New Facility Commitment, and in the perfection of liens or security interests which may be granted under the Credit Documents, including without limitation the reasonable fees and out-of-pocket expenses of a single Xxxxx & Xxxxxxx, special counsel for to the Agent Bank; (ii) all reasonable costs and of local counsel, if any, who may be retained by said counsel)), expenses in connection with the negotiation, preparation, execution, execution and delivery and administration of, of any amendments or modifications of (or supplements to) any of the Credit Documents and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder furnished pursuant thereto or in connection herewith therewith, and (b) all out-of-pocket costs investigation of and expenses (due diligence regarding the Companies, including without limitation the reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for retained by the Agent which exceed Bank relative thereto, as well as the amount which reasonable fees and out-of-pocket expenses of other outside experts reasonably retained by the Company or the Borrower has agreed Bank in connection with the Agent foregoing; (iii) all search fees, appraisal fees and expenses, title insurance policy fees, survey costs, filing service fees, costs and expenses and filing and recording fees and taxes (including UCC, tax and judgment lien searches to reimbursebe obtained by the Bank) which may be incurred from time to time by the Bank; and (iv) all costs and expenses (including, without limitation, all reasonable attorneys' fees and expenses incurred by the Bank) incurred at any time an Unmatured Event of Default or Event of Default has occurred and remains unremedied or incurred in connection with the enforcement of this Agreement, or all or any of the other Credit Documents or any other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees Companies agree jointly and severally to pay, pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer, excise and other similar taxes payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, or any of the borrowings hereunder, other Credit Documents or the issuance of the Committed Notes (if any) Revolving Note or the executionmaking of the Revolving Loan, delivery and enforcement of agree to save and hold the Bank harmless from and against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying, or omission to pay, such taxes. All obligations provided for in this Section 12.5 shall survive repayment Any portion of the Committed Loansforegoing fees, cancellation costs and expenses which remains unpaid following the Bank's statement and request for payment thereof shall bear interest from the date of such statement and request to the Committed Notes or any termination date of this Agreementpayment at a per annum rate equal to the Prime Rate plus the Applicable Spread."

Costs, Expenses and Taxes. The Company agrees to Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of Lender in connection with the negotiation, preparation, execution and delivery of the Loan Documents and any amendment thereto or waiver thereof. Borrower shall also pay on demand demand, accompanied by an invoice therefor, the reasonable costs and expenses of Lender in connection with the refinancing, restructuring, reorganization (aincluding a bankruptcy reorganization) all reasonable and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, appraisal fees, search fees, and other out-of-pocket costs expenses and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single any legal counsel for the Agent (including reasonably allocated costs of legal counsel employed by Lender), independent public accountants and of local counsel, if any, who may be other outside experts retained by said counsel))Lender, in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments whether or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket not such costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) are incurred or suffered by the Agent and each Lender in connection with or during the enforcement course of this Agreement, the Committed Notes any bankruptcy or insolvency proceedings of any of Borrower or any such Subsidiary thereof. Borrower shall pay any and all documentary and other instruments taxes, excluding (i) taxes imposed on or documents. Each Lender agrees to reimburse the Agent for such measured in whole or in part by Lender’s pro rata share 's overall net income imposed on it by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" or (ii) any withholding taxes or other taxes based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred on gross income imposed by the Agent on behalf United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by applicable Laws, and all the Lenders and not paid by the Obligors other than any costs, expenses, fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company charges payable or the Borrower has agreed with the Agent determined to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement filing or recording of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments Loan Document or documents provided for herein any other instrument or delivered or writing to be delivered hereunder or thereunder, or in connection herewithwith any transaction pursuant hereto or thereto, exceptand shall reimburse, hold harmless and indemnify on the terms set forth in each case11.11 Lender from and against any and all loss, any such Taxes that are Other Connection Taxes imposed liability or legal or other expense with respect to an assignment or participationresulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. All obligations provided for in Any amount payable to Lender under this Section 12.5 11.3 shall survive repayment bear interest from the fifth Banking Day following the date of demand for payment at the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementDefault Rate.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent in the administration (both before and after the execution hereof and including reasonable expenses relating to advice of counsel as to the rights and duties of the Agent and/or the Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and refinancing, renegotiation and/or restructuring of, this Agreement and the other Loan Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel for the Agent), and of the Lenders (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained Lenders) incurred by said counsel)), Lenders in connection with the preparation, execution, delivery and administration of, preparation of the Loan Documents and any amendment to, this Agreement, the Committed Notes and all other instruments waivers or documents provided for herein or delivered or to be delivered hereunder or amendments in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with therewith or the enforcement or protection of this Agreement, Lenders' rights under the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseLoan Documents. In addition, without duplication of the provisions of subject to compliance with Section 5.42.12(b), each Obligor Borrower agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes taxes which may be payable in connection with the execution, execution or delivery and enforcement of this Agreement, the borrowings hereunderAdvances, or the issuance of any of the Committed Notes (if any) Notes, the Master Letter of Credit Demand Note, any of the Letters of Credit or the execution, delivery and enforcement of any other instruments Loan Documents. Borrower, upon request, promptly will reimburse Agent and Lenders for all amounts expended, advanced, or documents provided for herein incurred by Agent or delivered Lenders to satisfy any obligation of Borrower under this Agreement or any other Loan Documents, or to be delivered hereunder protect the Properties or business of Borrower or to collect the obligations, or to enforce the rights of Agent and/or Lenders under this Agreement or any other Loan Document, which amounts will include all court costs, reasonable attorney's fees, fees of auditors and accountants, and investigation expenses reasonably incurred by Lenders in connection herewith, except, in each case, with any such Taxes that are Other Connection Taxes imposed matters, together with respect interest thereon at the rate applicable to an assignment or participationpast due principal and interest as set forth in the Loan Documents but in no event in excess of the maximum lawful rate of interest permitted by applicable law on each such amount. All obligations provided for in which this Section 12.5 provides shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company Reseller agrees to pay on demand (a) all reasonable out-of-pocket costs fees and expenses of the Agent (including the reasonable fees counsel to CPC and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (bparalegals) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreementthe Documents and the Loans, the Committed Notes or any such other instruments or documents. Each Lender agrees including, but not limited to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is soughta) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any reasonable attorney fees and out-of-costs incurred upon an Automatic Default, and (b) CPC’s standard wire transfer and check return fees, all as may be established and changed by CPC from time to time. Without limitation of the foregoing, Reseller acknowledges and agrees that CPC's field audit and out of pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent relating to reimbursefield audits shall be charged to Reseller. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Reseller shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court transfer and other taxes payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery Documents and enforcement of agrees to hold CPC harmless from and against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such taxes. All obligations provided for If any suit or proceeding arising from any of the foregoing is brought against CPC, Reseller, to the extent and in the manner directed by CPC, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by CPC. If Reseller shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Reseller contained in this Agreement shall be breached, CPC may, in its sole and absolute discretion, after 10 days written notice having been sent to Reseller, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; any and all amounts so expended by CPC shall be repayable to CPC by Reseller immediately upon CPC's demand therefore, with interest at a rate equal to the highest interest rate set forth in this Agreement in effect from time to time during the period from and including the date funds are so expended by CPC to the date of repayment, and any such amounts due and owing CPC shall be deemed to be part of the Indebtedness secured hereunder. The obligations of Reseller under this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this AgreementAgreement and the discharge of the other obligations of Reseller under the Documents.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent Lender (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (Xxxxxx’s attorneys, paralegals, accountants, auditors, and of local counsel, if any, who may be retained consultants) incurred by said counsel)), Lender in connection with the preparation, execution, delivery delivery, administration, interpretation, amendment, waiver or enforcement of this Agreement or the other Loan Documents, or in the protection of Xxxxxx’s rights under the Loan Documents (including any suit for declaratory judgment or interpretation of the provisions hereof and administration ofany bankruptcy, insolvency or condemnation proceedings involving the Borrower, its Property, and/or any Collateral); provided that with regard to litigation costs, the Lender shall be entitled to recover such costs only in the event that it is the prevailing party. Notwithstanding the foregoing, the Lender agrees to pay indebtedness taxes under Tennessee Code Annotated Section 67-4-409 due upon the recordation of its financing statements. Upon Xxxxxx’s request, the Borrower shall promptly reimburse Lender for all amounts expended, advanced, or incurred by Xxxxxx in endeavoring to satisfy any obligation of any Borrower under this Agreement or any other Loan Documents, or to perfect a Lien in favor of Lender, or to protect the Properties or business of any Borrower or to collect the Indebtedness, or to enforce or protect the rights of Lender under this Agreement or any other Loan Document, including all court costs, attorney’s and paralegal’s fees, fees of auditors and accountants, and any amendment to, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and investigation expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) reasonably incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for matters, and all such Lender’s pro rata share (based upon its respective Percentage determined amounts shall bear interest at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not Default Rate until paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationfull. All obligations provided for in under this Section 12.5 shall be part of the Indebtedness and shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVC on behalf of the Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery delivery, syndication and administration of, and any amendment to, of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the Committed Notes other documents and all other instruments or documents provided for herein or delivered or agreements to be delivered hereunder or in connection herewith and (b) all out-of-pocket with respect hereto, and, subject to any cap on such costs and expenses (including reasonable attorneys’ fees agreed upon in a separate letter agreement among the Borrower, TPVC and legal expenses and allocated costs of staff counsel) incurred by the Facility Agent and each Lender the Borrower or TPVC on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with provided that (i) nothing herein shall relieve a Lender from any liability it might have to the enforcement of this AgreementBorrower or to the other Lenders for its failure to make any Advance, the Committed Notes or (ii) prior to any such replacement, such Lender shall have taken no action under Section 5.1 so as to fully eliminate the continued need for payment of amounts owing pursuant to Section 5.1, if applicable, (iii) the replacement financial institution shall purchase, at par, all Advances and other instruments amounts owing to such replaced Lender on or documents. Each prior to the date of replacement and reallocation of such Advances between the replacement financial institution and such replaced Lender agrees shall be made in accordance with Section 16.10, (iv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to reimburse the Agent for Facility Agent, (v) the replaced Lender shall be obligated to make such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed replacement in accordance with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.416.5, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may (vi) until such time as such replacement shall be payable in connection with the execution, delivery and enforcement of this Agreementconsummated, the borrowings hereunder, the issuance of the Committed Notes Borrower shall pay all additional amounts (if any) for Increased Costs or Taxes, as the execution, delivery case may be and enforcement (vii) any such replacement shall not be deemed to be a waiver of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewithrights that the Borrower, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes Facility Agent or any termination of this Agreementother Lender shall have against the replaced Lender.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees and out-of-pocket expenses charges of a single counsel for the Administrative Agent (and of local counsel, if any, who may be retained by said counsel)), ) in connection with the preparation, execution, delivery and administration of, and any amendment to, of this Agreement, the Committed Notes other Loan Documents and all other instruments documents provided for herein or documents delivered or to be delivered hereunder or in connection herewith (including any amendments, supplements or waivers to any Loan Documents), and all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees, court costs and other legal expenses and allocated costs of internal counsel) incurred by the Administrative Agent and each Lender after an Event of Default in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents. Each Lender agrees to reimburse the Administrative Agent for such Lender’s pro rata share (based on its respective Percentage) of any such costs and expenses of the Administrative Agent not paid by the Company. In addition, the Company agrees to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ any fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Company’s auditors in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred reasonable exercise by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Administrative Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or their rights pursuant to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationSection 10.2. All obligations provided for in this Section 12.5 14.6 shall survive repayment of the Committed Loans, cancellation of the Committed Notes Notes, cancellation or expiration of the Letters of Credit and any termination of this Agreement.

Costs, Expenses and Taxes. The Company agrees to Borrowers, jointly and severally, shall pay within ten (10) Banking Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents and any amendment thereto or waiver thereof. Borrowers, jointly and severally, shall also pay on demand demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the restructuring, reorganization (aincluding a bankruptcy reorganization of any Borrower or any of their respective Subsidiaries) all reasonable and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include any applicable filing fees, recording fees, search fees, and other out-of-pocket costs expenses and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single any legal counsel for (including reasonably allocated costs of legal counsel employed by the Administrative Agent (or any Lender), independent public accountants and of local counsel, if any, who may be other outside experts retained by said counsel))the Administrative Agent or any Lender, in connection with the preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments whether or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket not such costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) are incurred or suffered by the Administrative Agent and each or any Lender in connection with or during the enforcement course of this Agreement, the Committed Notes any bankruptcy or insolvency proceedings of any Borrower or any such Subsidiary thereof. Borrowers, jointly and severally, shall pay any and all documentary and other instruments taxes, excluding (i) taxes imposed on or documents. Each Lender agrees to reimburse the Agent for such measured in whole or in part by a Lender’s pro rata share 's overall net income or net worth imposed on it by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" or (ii) any withholding taxes or other taxes based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred on gross income imposed by the Agent on behalf United States of America for any period with respect to which it has failed to provide Borrowers with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws, and all the Lenders and not paid by the Obligors other than any costs, expenses, fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company charges payable or the Borrower has agreed with the Agent determined to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement filing or recording of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments Loan Document or documents provided for herein any other instrument or delivered or writing to be delivered hereunder or thereunder, or in connection herewithwith any transaction pursuant hereto or thereto, exceptand shall reimburse, hold harmless and indemnify on the terms set forth in each case11.11 the Administrative Agent and the Lenders from and against any and all loss, any such Taxes that are Other Connection Taxes imposed liability or legal or other expense with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the Committed Loans, cancellation failure of the Committed Notes or any termination Party to perform any of this Agreementits Obligations.

Costs, Expenses and Taxes. The Parent Company agrees and the Company shall each pay their respective costs in connection with the negotiation of and the Closing under this Agreement and the documents referred to pay on demand (a) all reasonable herein, including, without limitation, the fees and out-of-pocket costs and expenses of their respective legal counsel, accountants, consultants and outside experts retained by them and which shall include, in the Agent case of the Parent Company, any such costs incurred by the Company (including excluding the Purchasers' costs) in excess of $250,000; and, if the Closing shall occur, the Company shall pay such costs of each Purchaser (with respect to fees for legal counsel only, up to a limit of $200,000 in total for all such fees incurred by all Purchasers) (if the Closing does not occur, the Purchasers shall each pay their respective costs). In addition (x) the Parent Company shall pay the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local legal counsel, if anyindependent public accountants, who may be consultants and other outside experts retained by said counsel)), any Purchaser in connection with the preparation, execution, delivery and administration of, and any amendment toor waiver to this Agreement initiated by the Parent Company or, in the event of a material breach of this AgreementAgreement by the Company or the Parent Company, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the successful enforcement of this Agreement, Agreement by any Purchaser and (y) each Purchaser shall pay the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any reasonable fees and out-of-pocket expenses of counsel for legal counsel, independent public accountants, consultants and other outside experts retained by the Agent which exceed Parent Company in connection with any amendment or waiver of this Agreement initiated by such Purchaser or, in the amount which event of a material breach of this Agreement by such Purchaser, the successful enforcement of this Agreement by the Parent Company. The Parent Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing other similar taxes (other than any such tax which is payable based on or similar Taxes which may computed with reference to the income of any Purchaser) payable or determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance or sale of the Committed Notes (if any) or Shares and the execution, execution and delivery and enforcement of any the other instruments or and documents provided for herein or delivered or to be delivered hereunder or in connection herewiththereunder, except, in each case, and agrees to save the Purchasers harmless from and against any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If the Closing occurs, the Company shall be obligated to pay fees to Tower Hill Securities, Inc. or its designee as follows: in an assignment or participation. All obligations provided for aggregate amount (x) in this Section 12.5 shall survive repayment cash equal to 6% of the Committed Loans, cancellation aggregate Company Purchase Price paid by the Purchasers and (y) warrants to purchase a number of shares of Preferred Stock equal to 10% of the Committed Notes or any termination number of this AgreementNewly Issued Shares purchased by the Purchasers, which warrants shall have an exercise price equal to $4.68 per share.

Costs, Expenses and Taxes. The Company agrees Borrowers agree to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Agent Agents (including the reasonable fees and out-of-pocket expenses charges of a single counsel for the Agent (Agents and of local counsel, if any, who may be retained by said counsel))) in connection with the preparation, execution, syndication and delivery of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith. The Borrowers further agree to pay on demand all reasonable out-of-pocket costs and expenses of each of the Agents (including the reasonable fees and out-of-pocket charges of counsel for the Agents, of local counsel, if any, who may be retained by said counsel and court costs and other legal expenses and allocated costs of staff counsel) (a) in connection with the preparation, execution, delivery and administration ofof any amendments, supplements or waivers to this Agreement or any other Loan Document and any amendment to, (b) incurred by the Agents and each Lender after an Event of Default in connection with the enforcement of this Agreement, the Committed other Loan Documents or any such other documents. Each Lender agrees to reimburse each of the Agents for such Lender's pro rata share (based on its Percentage) of any such costs and expenses of the Agents not paid by the Borrowers. In addition, the Borrowers agree to pay, and to save the Agents and the Lenders harmless from all liability for, (x) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) that may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and all delivery of any other instruments Loan Document or documents any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (by) all out-of-pocket costs and expenses (including reasonable attorneys’ any fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender Borrowers' auditors in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred reasonable exercise by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication each of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent Agents and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or their rights pursuant to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationSection 10.2. All obligations provided for in this Section 12.5 15.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes Notes, expiration or termination of the Letters of Credit and any termination of this Agreement. All obligations provided for in this Section 15.5 shall remain operative and in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of any Loans, the expiration of the Commitments, cancellation of the Notes, the expiration or termination of the Letters of Credit, any foreclosure under, or any modification, release or discharge of any or all of the Collateral Documents and any termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay pay, or cause to be paid (A) on demand (a) the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses of the Agent (including including, without limitation, the reasonable fees and out-of-pocket expenses of a single outside counsel for the Agent (and Liquidity Provider) of local counsel, if any, who may be retained by said counsel)), the Liquidity Provider in connection with the preparation, negotiation, execution, delivery delivery, filing and administration of, and any amendment to, recording of this Agreement, the Committed Notes any other Operative Agreement and all any other instruments or documents provided for herein or delivered or to which may be delivered hereunder or in connection herewith with this Agreement and (bB) on demand, all out-of-pocket reasonable costs and expenses (including reasonable attorneys’ counsel fees and legal expenses and allocated costs expenses) of staff counsel) incurred by the Agent and each Lender Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) other than amendments requested by the Liquidity Provider or a transfer made by the Liquidity Provider either voluntarily or as a result of the mitigation provisions of Article III or a Non-Extension Drawing or a Downgrade Drawing or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Committed Notes Intercreditor Agreement or any such other instruments Operative Agreement or documents. Each Lender agrees to reimburse otherwise affecting the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at application of funds in the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseClass G Cash Collateral Accounts. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, Borrower shall pay any and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing stamp and other similar taxes and fees payable or similar Taxes which may determined to be payable in connection with the execution, delivery delivery, filing and enforcement recording of this Agreement, any other Operative Agreement and such other documents, other than amendments requested by the borrowings hereunder, Liquidity Provider or a transfer made by the issuance Liquidity Provider either voluntarily or as a result of the Committed Notes (if any) mitigation provisions of Article III or a Non-Extension Drawing or a Downgrade Drawing, and agrees to save the execution, delivery Liquidity Provider harmless from and enforcement of against any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed and all liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes paying or any termination of this Agreementomission to pay such taxes or fees.

Costs, Expenses and Taxes. The Company agrees US Borrowers agree to pay on demand all reasonable and properly documented costs and expenses of Agent, including, but not limited to, (a) all reasonable syndication, administration, travel and out-of-pocket costs expenses, including but not limited to attorneys' fees and expenses expenses, of Agent in connection with the preparation, negotiation and closing of the Agent Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, and (including b) the reasonable and properly documented fees and out-of-pocket expenses of a single special counsel for Agent, with respect to the Agent (foregoing, and of local counsel, if any, who may be retained by said counsel))special counsel with respect thereto. US Borrowers and any appropriate Foreign Borrower also agree to pay on demand all properly documented costs and expenses of Agent and the Lenders, including reasonable attorneys' fees and expenses, in connection with the preparation, execution, delivery and administration of, and any amendment torestructuring or enforcement of the Obligations, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes Agreement or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseRelated Writing. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, US Borrowers and to hold the Agent any appropriate Foreign Borrower shall pay any and the Lenders harmless from all liability for, any properly documented stamp, court transfer, documentary and other taxes, assessments, charges and fees payable or documentary, intangible, recording, filing or similar Taxes which may determined to be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or Loan Documents, and the execution, delivery and enforcement of any other instruments or and documents provided for herein or delivered or to be delivered hereunder hereunder, and agree to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in connection herewithpaying or failure to pay such taxes or fees, exceptother than those liabilities resulting from the gross negligence or willful misconduct of Agent, or, with respect to amounts owing to a Lender, such Lender, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participationcase as determined by a court of competent jurisdiction. All obligations provided for in this Section 12.5 10.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand all reasonable and properly documented costs and expenses of Agent, including, but not limited to, (a) all reasonable syndication, administration, travel and out-of-pocket costs expenses, including but not limited to attorneys' fees and expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, (b) extraordinary expenses of Agent in connection with the Agent administration of the Loan Documents and the other instruments and documents to be delivered hereunder, and (including c) the reasonable fees and out-of-pocket expenses of a single special counsel for Agent, with respect to the Agent (foregoing, and of local counsel, if any, who may be retained by said counsel))special counsel with respect thereto. Borrower also agrees to pay on demand all properly documented costs and expenses of Agent and the Lenders, including reasonable attorneys' fees, in connection with the preparation, execution, delivery and administration of, and any amendment torestructuring or enforcement of the Debt, this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes Agreement or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburseRelated Writing. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees Borrower shall pay any and all properly documented stamp and other taxes and fees payable or determined to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, execution and delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or Loan Documents, and the execution, delivery and enforcement of any other instruments or and documents provided for herein or delivered or to be delivered hereunder hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in connection herewithpaying or omission to pay such taxes or fees other than those liabilities resulting from the gross negligence or willful misconduct of Agent, exceptor, with respect to amounts owing to a Lender, such Lender, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment case as determined by a court of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreementcompetent jurisdiction.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable and documented out-of-pocket costs and expenses of the Agent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration ofdelivery, and any filing, recording, administration, modification, amendment to, and/or waiver of this Agreement, the Committed Loan Notes and all the other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith hereunder, including the reasonable and (b) documented out-of-pocket fees and expenses of counsel for the Administrative Agent and the Paying Agent with respect thereto and with respect to advising the Administrative Agent and the Paying Agent as to its rights and responsibilities under this Agreement and the other Transaction Documents. The Borrower further agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses expenses, if any (including reasonable attorneys’ and documented counsel fees and expenses) (A) in connection with the enforcement (whether through negotiations, legal expenses proceedings or otherwise) of this Agreement, the Loan Notes and allocated costs of staff counselthe other documents to be delivered hereunder and (B) incurred by the Administrative Agent or the Paying Agent in connection with the transactions described herein and each Lender in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented out-of-pocket counsel fees and expenses in connection with the enforcement of rights under this AgreementSection 10.6. Without limiting the foregoing, the Committed Notes Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) after an Event of any such costs or expenses incurred Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent on behalf of all to conduct additional due diligence with respect to the Lenders transactions contemplated hereby, including (A) review and not paid independently assess the existing methodology employed by the Obligors other than Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any fees recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented out-of-pocket fees and expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed such professional consultants, in accordance with the Agent to reimburseprovisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, without duplication of the provisions of Section 5.4, each Obligor Borrower shall pay any and all Other Taxes and agrees to paysave the Administrative Agent, and to hold the Paying Agent and the Lenders each Lender harmless from and against any and all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed liabilities with respect to an assignment or participation. All obligations provided for resulting from any delay in this Section 12.5 shall survive repayment of the Committed Loans, cancellation of the Committed Notes paying or any termination of this Agreementomission to pay such Other Taxes.

Costs, Expenses and Taxes. The Company Borrower agrees to pay on demand (a) all reasonable and documented out-of-pocket costs and expenses in connection with the preparation, execution, delivery, filing, recording, administration, modification, amendment or waiver of this Agreement, the Agent (Loan Notes and the other documents to be delivered hereunder, including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counselAdministrative Agent, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration ofGreen Loan Structuring Agent, and any amendment to, this Agreementthe Paying Agent with respect thereto and with respect to advising the Administrative Agent, the Committed Notes Green Loan Structuring Agent, and the Paying Agent as to their respective rights and responsibilities under this Agreement and the other Transaction Documents. The Borrower further agrees to pay on demand all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all documented out-of-pocket costs and expenses expenses, if any (including reasonable attorneys’ and documented counsel fees and expenses) (A) in connection with the enforcement (whether through negotiations, legal expenses proceedings or otherwise) of this Agreement, the Loan Notes and allocated costs of staff counselthe other documents to be delivered hereunder and (B) incurred by the Administrative Agent or the Paying Agent in connection with the transactions described herein and each Lender in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this AgreementSection 10.6. Without limiting the foregoing, the Committed Notes Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) after an Event of any such costs or expenses incurred Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent on behalf of all to conduct additional due diligence with respect to the Lenders transactions contemplated hereby, including (A) review and not paid independently assess the existing methodology employed by the Obligors other than Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any fees recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of their assets, as well as certain matters related thereto. The reasonable and documented out-of-pocket fees and expenses of counsel for the Agent which exceed the amount which the Company or the Borrower has agreed such professional consultants, in accordance with the Agent to reimburseprovisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, without duplication of the provisions of Section 5.4, each Obligor Borrower shall pay any and all Other Taxes and agrees to paysave the Administrative Agent, and to hold the Green Loan Structuring Agent, the Paying Agent and each Lender [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the Lenders company if publicly disclosed. harmless from and against any and all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed liabilities with respect to an assignment or participationresulting from any delay in paying or omission to pay such Other Taxes. All obligations provided for Notwithstanding anything to the contrary set forth in this Section 12.5 10.6, the Borrower shall survive repayment not be required to pay the costs or expenses of the Committed Loans, cancellation Lenders following an Event of Default if such costs or expenses are related to disputes among the Committed Notes or any termination of this AgreementLenders.