Common use of Costs and Expenses; Indemnification Clause in Contracts

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, the Agents, the Custodian, the Collateral Administrator, the other Secured Parties and the Collateral Manager in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one counsel for the Administrative Agent and Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Agents and the Collateral Manager Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and one outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith, ; and in connection with the administration and any waiver, consent, modification or amendment or similar agreement in respect of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, Agents and the Securities Intermediary Lenders as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneysoutside counsel, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent Agent; provided that, in each case, there shall be one primary outside attorney and one local counsel representing such Secured Parties (other than the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this AgreementAgent, (i) the fees applicable to any such audit conducted by employees of the Agents who shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, have one primary outside attorney and (iione local counsel) unless an Event any conflict of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examinterest arises. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law. For the avoidance of doubt, this Section 13.04(a) shall not apply to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, which shall be covered by Section 13.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Securities Intermediary and the Collateral Manager Administrator in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and plus, if necessary, one additional local counsel, one outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral AdministratorAdministrator (unless one counsel shall not be able to represent such parties due to an actual or perceived conflict of interest), actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary Agents as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on written demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.bankruptcy law. 119

Costs and Expenses; Indemnification. (ad) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the Document Custodian and Citibank in any other Secured Parties and the Collateral Manager capacity in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents and the performance of their duties under the Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and the Lenders, collectively, and outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary Document Custodian and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith, ; and in connection with the administration and any waiver, consent, modification or amendment or similar agreement in respect of this Agreement, the Notes Agreement or any other Facility Document and advising the Agents, the Custodian, the Collateral AdministratorDocument Custodian, the Account Bank, Collateral Administrator and the Securities Intermediary Lenders as to their respective rights, remedies and responsibilities. The Further, the Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes Agreement or any other Facility Document, including all reasonable and documented costs and expenses incurred by the Collateral Agent or the Custodian Secured Parties in connection 151 with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent Secured Parties or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examSecured Parties. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency bankruptcy Law. For the avoidance of doubt, this Section 16.04(a) shall not apply to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, which shall be covered by Section 16.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Agents and the Collateral Manager Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and one outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith, ; and in connection with the administration and any waiver, consent, modification or amendment or similar agreement in respect of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, Agents and the Securities Intermediary Lenders as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneysoutside counsel, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent Agent; provided that, in each case, there shall be one primary outside attorney and one local counsel representing such Secured Parties (other than the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this AgreementAgent, (i) the fees applicable to any such audit conducted by employees of the Agents who shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, have one primary outside attorney and (iione local counsel) unless an Event any conflict of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examinterest arises. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.bankruptcy law. For the avoidance of doubt, this Section 13.04(a) shall not apply to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, which shall be covered by Section 13.03. (b) The Borrower agrees to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing (each, a “Related Party” and, together with the relevant Secured Party, each an “Indemnified Party”) from and against any and all Liabilities that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (i) the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), (ii) any Advance or contribution by the Equityholder or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a party hereto, and regardless of whether any Indemnified Party is a party thereto; except that the Borrower shall not be liable to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or wilful misconduct; provided that any payment hereunder which relates to Taxes and all liabilities (including penalties, interest and expenses) with respect thereto, or additional sums described in Sections 2.10, 2.11 or 13.03, shall not be covered by this Section 13.04(b). In no case shall the Borrower be responsible for any Indemnified Party’s lost revenues or profits or for any indirect, special, punitive or consequential damages suffered by such Indemnified Party; provided that nothing contained in this sentence shall limit the Borrower’s indemnity obligations under this Section 13.04(b) to the extent such indirect, special, punitive or consequential damages are included in any third party claim paid by Indemnified Party and such Indemnified Party is otherwise entitled to indemnification therefor pursuant to this Section 13.04(b) . The Borrower shall not have any liability hereunder to any Indemnified Party to the extent an Indemnified Party affects any settlement of a matter that is (or could be) subject to indemnification hereunder without the prior written consent of the Borrower. The agreements in this subsection shall survive the repayment, satisfaction or discharge of all the other obligations and liabilities of the parties under the Facility Documents. All amounts due under this subsection shall be payable immediately if funds in the Covered Accounts are available for such payment and no later than the next Payment Date that occurs at least 10 Business Days after demand therefor to the extent that funds in the Covered Accounts are available for such payment in accordance with this Agreement. (c) The Servicer agrees to indemnify and hold harmless each Indemnified Party from and against any and all Liabilities that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of any one or more of the following: (i) any breach by the Servicer of any covenant or any of its obligations under any Facility Document, (ii) the failure of any of the representations or warranties of the Servicer set forth in any Facility Document or in any certificate, statement or report delivered in connection therewith to be true when made or when deemed made or repeated and (iii) by reason of any gross negligence, bad faith or willful misconduct (as determined by the final non-appealable judgment of a court of competent jurisdiction) on the part of the Servicer in its capacity as Servicer; except the Servicer shall not be liable to the extent any such Liability (x) results from the performance or non-performance of the Collateral Loans or (y) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, gross negligence or wilful misconduct; provided that any payment hereunder which relates to taxes, levies, imposes, deductions, charges and withholdings, and all liabilities (including penalties, interest and expenses) with respect thereto, or additional sums described in Sections 2.10, 2.11 or 13.03, shall not be covered by this Section 13.04(c). The Servicer shall not have any liability hereunder to any Indemnified Party to the extent an Indemnified Party affects -167- any settlement of a matter that is (or could be) subject to indemnification hereunder without the prior written consent of the Servicer (which consent shall not be unreasonably withheld or delayed). In no case shall the Servicer be responsible for any Indemnified Party’s lost revenues or profits or for any indirect, special, punitive or consequential damages suffered by such Indemnified Party; provided that nothing contained in this sentence shall limit the Servicer’s indemnity obligations under this Section 13.04(c) to the extent such indirect, special, punitive or consequential damages are included in any third party claim paid by Indemnified Party and such Indemnified Party is otherwise entitled to indemnification therefor pursuant to this Section 13.04(c). Section 13.05

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, the Agents, the Lenders, the Custodian, the Collateral Administrator, the other Secured Parties and the Collateral Manager in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one counsel for the Administrative Agent and Collateral Agent, one counsel for each Lender (provided that the amount of such fees and disbursements of any Lender other than Live Oak shall not exceed $10,000), and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Lenders, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.. 113

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Securities Intermediary and the Collateral Manager Administrator in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including (but limited, in the case of legal fees and expenses, to) the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and plus, if necessary, one additional local counsel, one outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral AdministratorAdministrator and one additional local counsel, actual out-of-pocket if necessary for the Collateral Agent, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, Securities Intermediary and the Securities Intermediary Collateral Administrator as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this AgreementAgreement (including the -132- USActive 55502425.1255502425.13 enforcement of this Section 12.04), the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent or the Custodian any Secured Party in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent any Secured Party or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneysattorneys (subject to the limitations set forth in the first sentence of this clause (a)), accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examSecured Party. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, Facility Agent and the other Secured Parties and the Collateral Manager Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the all reasonable and documented fees fees, expenses and disbursements of one Sidley Austin LLP, counsel for to the Administrative Facility Agent and Collateral the Lenders, and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Facility Agent, UCC filing fees and one counsel for all other related fees and expenses in connection therewith, (ii) all reasonable out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of legal counsel, and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the CustodianFacility Agent) incurred by the Facility Agent in the administration, the Securities Intermediary and the Collateral Administratorperformance or enforcement of this Agreement or any other Facility Document or any consent, actual amendment, waiver or other modification relating thereto, (iii) all reasonable out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Facility Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), expenses and search fees, UCC filing feesand title insurance premiums (but excluding Other Taxes, which shall be governed by Section 12.03(b)), and (iv) after the equivalent thereof in occurrence of any foreign jurisdictionEvent of Default, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented costs and expenses incurred by the Collateral Facility Agent or and the Custodian Lenders in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Facility Agent and the Lenders or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Facility Agent and the Collateral Administrator; provided that with respect to any expenses Lenders. The undertaking in this Section shall survive repayment of the Agents directly related to Obligations, any foreclosure under, or arising from modification, release or discharge of, any financial audit conducted by or at all of the direction of either Agent in accordance with the terms Related Documents, termination of this Agreement, (i) Agreement and the fees applicable to any such audit conducted by employees resignation or replacement of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examFacility Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties Facility Agent are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand (or, during the existence of an Event of Default, on the first Payment Date to occur after such demand is made) all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties and the Collateral Manager Agents in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and one outside counsel, plus, if necessary, one additional local counsel, for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, ; and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary Agents as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand (or, during the existence of an Event of Default, on the first Payment Date to occur after such demand is made) all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or the Custodian in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law.

Costs and Expenses; Indemnification. (amm) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the AgentsAdministrative Agent, the Custodian, the Collateral Administrator, Account Bank and the other Secured Parties and the Collateral Manager Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for each of the Administrative Agent and Collateral Agent, and one counsel for the Custodian, the Securities Intermediary Account Bank and the Collateral Administratorother Lenders, actual UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document by no later than the Payment Date occurring immediately following the invoice date with respect to such costs and expenses. Further, the Borrower shall pay on demand (A) all reasonable and documented out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of outside legal counsel, auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Administrative Agent, the Custodian, the Account Bank and the Lenders) incurred by the Administrative Agent, the Custodian, the Account Bank and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Administrative Agent’s security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing feesand title insurance premiums, and (C) after the equivalent thereof in occurrence of any foreign jurisdictionEvent of Default, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented out-of-pocket costs and expenses incurred by the Collateral Agent or Administrative Agent, the Custodian Custodian, the Account Bank and the Lenders in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Administrative Agent and the Lenders or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Administrative Agent, the Custodian, the Account Bank and the Lenders; provided that in each case, there shall be a single primary counsel to the Administrative Agent and the Collateral Administrator; provided that with respect Lenders and a single local counsel to any expenses the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Administrative Agent and the Lenders, in which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Agents directly related to Obligations, any foreclosure under, or arising from modification, release or discharge of, any financial audit conducted by or at all of the direction of either Agent in accordance with the terms Related Documents, termination of this Agreement, (i) Agreement and the fees applicable to any such audit conducted by employees resignation or replacement of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examAdministrative Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties Administrative Agent are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties and the Collateral Manager Agents in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and one outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, ; and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary Agents as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law.

Costs and Expenses; Indemnification. (a) The Borrower agrees and the Collateral Manager jointly and severally agree to promptly pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties and the Backup Collateral Manager in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for each of the Administrative Agent and Agent, the Collateral Agent, the Custodian and one counsel for the CustodianBackup Collateral Manager, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document. Further, the Securities Intermediary Borrower shall promptly pay on demand (A) all reasonable out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Collateral AdministratorAgent) incurred by the Collateral Agent in the preparation, actual execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing feesand title insurance premiums, and (C) after the equivalent thereof in occurrence of any foreign jurisdictionEvent of Default, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent Agent. The undertaking in this Section shall survive repayment of the Obligations, any foreclosure under, or modification, release or discharge of, any or all of the Related Documents, termination of this Agreement and the Collateral Administrator; provided that with respect to any expenses resignation or replacement of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examCollateral Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties Collateral Agent are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, the Agents, the Custodian, the Collateral Administrator, the other Secured Parties and the Collateral Manager in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one counsel for the Administrative Agent and Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.. 113

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Document Custodian, the Collateral Administrator, the other Secured Parties Securities Intermediary and the Collateral Manager Administrator in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including (but limited, in the case of legal fees and expenses, to) the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and the Lenders plus, if necessary, one additional local counsel, and one outside counsel for the Collateral Agent, and one counsel for the Document Custodian, the Securities Intermediary and the Collateral AdministratorAdministrator (collectively), actual out-of-pocket plus, if necessary, one additional local counsel, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Document Custodian, the Collateral Administrator, the Account Bank, Securities Intermediary and the Securities Intermediary Collateral USActive 59109857.15 Administrator as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on the Payment Date immediately following the Borrower’s receipt of written demand therefor all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this AgreementAgreement (including the enforcement of this Section 12.04), the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent or the Custodian any Secured Party in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent any Secured Party or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim (whether brought by or involving any party hereto or any third party) based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneysattorneys (subject to the limitations set forth in the first sentence of this clause (a)), accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examSecured Party. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the Document Custodian and Citibank in any other Secured Parties and the Collateral Manager capacity in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents and the performance of their duties under the Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and the Lenders, collectively, and outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary Document Custodian and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith, ; and in 151 750499896 22723957 751700376 22723957 connection with the administration and any waiver, consent, modification or amendment or similar agreement in respect of this Agreement, the Notes Agreement or any other Facility Document and advising the Agents, the Custodian, the Collateral AdministratorDocument Custodian, the Account Bank, Collateral Administrator and the Securities Intermediary Lenders as to their respective rights, remedies and responsibilities. The Further, the Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes Agreement or any other Facility Document, including all reasonable and documented costs and expenses incurred by the Collateral Agent or the Custodian Secured Parties in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent Secured Parties or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examSecured Parties. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency bankruptcy Law. For the avoidance of doubt, this Section 16.04(a) shall not apply to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, which shall be covered by Section 16.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Administrative Agent and the Collateral Manager Backup Servicer in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and Collateral Agentthe Backup Servicer, costs of any independent accountants performing agreed upon procedures audits, UCC filing fees and one counsel for the Custodianall other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document. Further, the Securities Intermediary Borrower shall pay on demand (A) all reasonable and documented out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Administrative Agent and the Collateral AdministratorLenders) incurred by the Administrative Agent in the preparation, actual execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Administrative Agent’s 's security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing feesand title insurance premiums, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand (C) all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented costs and expenses incurred by the Collateral Administrative Agent or and the Custodian Backup Servicer (including in its capacity as Successor Servicer) in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Administrative Agent and the Lenders or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Administrative Agent and the Collateral AdministratorLenders; provided that with respect in each case, there shall be a single primary counsel to any expenses the Administrative Agent and the Lenders and a single local counsel to the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Administrative Agent and the Lenders, in which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Agents directly related to Obligations, any foreclosure under, or arising from modification, release or discharge of, any financial audit conducted by or at all of the direction of either Agent in accordance with the terms Loan Documents, termination of this Agreement, (i) Agreement and the fees applicable to any such audit conducted by employees resignation or replacement of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examAdministrative Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties Administrative Agent are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Administrative Agent and the Collateral Manager Backup Servicer in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and Collateral Agentthe Backup Servicer, costs of any independent accountants performing agreed upon procedures audits, UCC filing fees and one counsel for the Custodianall other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document. Further, the Securities Intermediary Borrower shall pay on demand (A) all reasonable and documented out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of legal counsel and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Administrative Agent and the Collateral AdministratorLenders) incurred by the Administrative Agent in the preparation, actual execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Administrative Agent’s 's security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing feesand title insurance premiums, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand (C) all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented costs and expenses incurred by the Collateral Administrative Agent or and the Custodian Backup Servicer (including in its capacity as Successor Servicer) in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Administrative Agent and the Lenders or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Administrative Agent and the Collateral AdministratorLenders; provided that with respect in each case, there shall be a single primary counsel to any expenses the Administrative Agent and the Lenders and a single local counsel to the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Administrative Agent and the Lenders, in which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Agents directly related to Obligations, any foreclosure under, or arising from modification, release or discharge of, any financial audit conducted by or at all of the direction of either Agent in accordance with the terms Loan Documents, termination of this Agreement, (i) Agreement and the fees applicable to any such audit conducted by employees resignation or replacement of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examAdministrative Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties Administrative Agent are intended to constitute expenses of administration under any applicable insolvency Law.bankruptcy law. (b) The Borrower agrees to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, expenses, penalties, actions, suits, judgments and disbursements of any kind or nature whatsoever, (including the reasonable and documented fees and disbursements of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Loan -120- 34881204v6 110062879

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, the Agents, the Lenders, the Custodian, the Collateral Administrator, the other Secured Parties and the Collateral Manager in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one counsel for the Administrative Agent and Collateral Agent, one counsel for each Lender (provided that the amount of such fees and disbursements of any Lender other than Live Oak shall not exceed $10,000), and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Lenders, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.. 109

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Administrator and the Collateral Manager Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented out-of-pocket fees and disbursements of one outside counsel for the Administrative Agent (subject to a $250,000 cap on legal fees and expenses) and one outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket the Custodian and the Securities Intermediary as a whole (subject to any cap on legal fees and expenses set forth in the Collateral Agent and Collateral Administrator Fee Letter), costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related reasonable and documented out-of-pocket fees and expenses in connection therewith, ; and 159 in connection with the administration and any waiver, consent, modification or amendment or similar agreement in respect of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, Administrator and the Securities Intermediary Lenders as to their respective rights, remedies and responsibilities, in each case, limited in the case of legal fees, costs and expenses to the reasonable and documented out-of-pocket fees and disbursements of one outside counsel and one local counsel in each relevant jurisdiction, if applicable, for the Administrative Agent and one outside counsel for the Collateral Agent, the Collateral Administrator, the Custodian and the Securities Intermediary as a whole. The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented out-of-pocket fees and disbursements of attorneysone outside counsel, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral AdministratorAgent; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent that, in accordance with the terms of this Agreementeach case, (i) the fees applicable to any such audit conducted by employees of the Agents there shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, one primary outside attorney and (ii) unless an Event one local counsel representing each of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for Lenders and the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit Administrative Agent, taken as a whole and (y) within the first year after the Closing DateCollateral Agent, the Borrower shall only be required to reimburse such expenses for two such collateral examsCollateral Administrator, the Securities Intermediary and in the Custodian, taken as a whole, unless any year thereafter, for one such collateral examconflict of interest arises. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law. For the avoidance of doubt, this Section 13.04(a) shall not apply to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, which shall be covered by Section 13.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties and the Collateral Manager in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and one outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), ) other than Excluded Taxes search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary Agents as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented 108 fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, the Agents, the Lenders, the Custodian, the Collateral Administrator, the other Secured Parties and the Collateral Manager in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one counsel for the Administrative Agent and Collateral Agent, one counsel for each Lender (provided that the amount of such fees and disbursements of any Lender other than Live Oak shall not exceed $10,000), and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Lenders, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Securities Intermediary and the Collateral Manager Administrator in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and plus, if necessary, one additional local counsel, one outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral AdministratorAdministrator (unless one counsel shall not be able to represent such parties due to an actual or perceived conflict of interest), actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary Agents as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on written demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral exam. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.bankruptcy law. 118

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, (i) of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Agents and the Collateral Manager Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the USActive 53852035.1153852035.14.docx -140- reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and Collateral Agent, (provided that the Borrower is not responsible for any such costs or expenses in excess of $150,000) and one outside counsel for the Custodian, the Securities Intermediary Collateral Agent and the Collateral Administrator, actual out-of-pocket costs and expenses (ii) of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related reasonable and documented out-of-pocket fees and expenses in connection therewith, and (iii) in connection with the administration and any waiver, consent, modification or amendment or similar agreement in respect of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, Agents and the Securities Intermediary Lenders as to their respective rights, remedies and responsibilities, in each case, limited in the case of legal fees, costs and expenses to the reasonable and documented out-of-pocket fees and disbursements of one outside counsel for the Administrative Agent, outside counsel for the Collateral Agent and outside counsel for the Collateral Administrator. The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent and the Replacement Servicer (including in its capacity as Replacement Servicer) or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneysone outside counsel, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and or the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent that, in accordance with the terms of this Agreementeach case, (i) the fees applicable to any such audit conducted by employees of the Agents there shall be equal to $1,200 per dayone primary outside attorney and one local counsel representing such Secured Parties (other than the Collateral Agent, per analyst, plus the Agents’ actual documented out-of-pocket expenses, who shall have one primary outside attorney and (iione local counsel) unless an Event any conflict of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examinterest arises. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law. For the avoidance of doubt, this Section 13.04(a) shall not apply to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, which shall be covered by Section 13.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly (and in any event within thirty (30) days) pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Agents and the Collateral Manager Lenders in connection with the preparation, review, negotiation, reproduction, administration, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one counsel for the Administrative Agent and counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral Administrator, actual out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related fees and expenses in connection therewith, ; and in connection with any additional reporting requirements that the Agents and the Lenders are required to comply with under the Securitisation Regulation, the administration and any waiver, consent, modification or amendment or similar agreement in respect of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, Agents and the Securities Intermediary Lenders as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly (and in any event within thirty (30) days) pay on demand all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent or the Custodian in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent and the Replacement Servicer (including in its capacity as Replacement Servicer) or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examAgent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law. For the avoidance of doubt, this Section 13.04(a) shall not apply to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, which shall be covered by Section 13.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Document Custodian, the Collateral Administrator, the other Secured Parties Securities Intermediary and the Collateral Manager Administrator in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including (but limited, in the case of legal fees and expenses, to) the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and the Lenders plus, if necessary, one additional local counsel, and one outside counsel for the Collateral Agent, and one counsel for the Document Custodian, the Securities Intermediary and the Collateral AdministratorAdministrator (collectively), actual out-of-pocket plus, if necessary, one additional local counsel, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Document Custodian, the Collateral Administrator, the Account Bank, Securities Intermediary and the Securities Intermediary Collateral Administrator as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on the Payment Date immediately following the Borrower’s receipt of written demand therefor all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this AgreementAgreement (including the enforcement of this Section 12.04), the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent or the Custodian any Secured Party in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent any Secured Party or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim (whether brought by or involving any party hereto or any third party) based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneysattorneys (subject to the limitations set USActive 59109857.10 forth in the first sentence of this clause (a)), accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examSecured Party. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, (i) of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Agents and the Collateral Manager Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and Collateral Agent, (provided that the Borrower is not responsible for any such costs or expenses in excess of $150,000) and one outside counsel for the Custodian, the Securities Intermediary Collateral Agent and the Collateral Administrator, actual out-of-pocket costs and expenses (ii) of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, fees and the equivalent thereof in any foreign jurisdiction, if applicable, and all other related reasonable and documented out-of-pocket fees and expenses in connection therewith, and (iii) in connection with the administration and any waiver, consent, modification or amendment or similar agreement in respect of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, Agents and the Securities Intermediary Lenders as to their respective rights, remedies and responsibilities, in each case, limited in the case of legal fees, costs and expenses to the reasonable and documented out-of-pocket fees and disbursements of one outside counsel for the Administrative Agent, outside counsel for the Collateral Agent and outside counsel for the Collateral Administrator. The Borrower agrees to promptly pay on demand all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent or the Custodian in connection with the 121 preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent and the Replacement Servicer (including in its capacity as Replacement Servicer) or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneysone outside counsel, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and or the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent that, in accordance with the terms of this Agreementeach case, (i) the fees applicable to any such audit conducted by employees of the Agents there shall be equal to $1,200 per dayone primary outside attorney and one local counsel representing such Secured Parties (other than the Collateral Agent, per analyst, plus the Agents’ actual documented out-of-pocket expenses, who shall have one primary outside attorney and (iione local counsel) unless an Event any conflict of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examinterest arises. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law. For the avoidance of doubt, this Section 13.04(a) shall not apply to Taxes, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, which shall be covered by Section 13.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, Administrative Agent and the other Secured Parties and the Collateral Manager Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including the all reasonable and documented fees fees, expenses and disbursements of one Xxxxxxx and Xxxxxx LLP, counsel for to the Administrative Agent and Collateral the Lenders, and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Administrative Agent, UCC filing fees and one counsel for all other related fees and expenses in connection therewith, (ii) all reasonable out-of-pocket costs and expenses (including all reasonable fees, expenses and disbursements of legal counsel, and any auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the CustodianAdministrative Agent) incurred by the Administrative Agent in the administration, the Securities Intermediary and the Collateral Administratorperformance or enforcement of this Agreement or any other Facility Document or any consent, actual amendment, waiver or other modification relating thereto, (iii) all reasonable out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Administrative Agent’s security interests in the Collateral, including filing and recording fees, expenses, Taxes (including any stamp or documentary taxes), expenses and search fees, UCC filing feesand title insurance premiums (but excluding Other Taxes, which shall be governed by Section 12.03(b)), and (iv) after the equivalent thereof in occurrence of any foreign jurisdictionEvent of Default, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, and the Securities Intermediary as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on demand all reasonable and documented costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including all documented costs and expenses incurred by the Collateral Administrative Agent or and the Custodian Lenders in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Administrative Agent and the Lenders or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Administrative Agent and the Collateral Administrator; provided that with respect to any expenses Lenders. The undertaking in this Section shall survive repayment of the Agents directly related to Obligations, any foreclosure under, or arising from modification, release or discharge of, any financial audit conducted by or at all of the direction of either Agent in accordance with the terms Related Documents, termination of this Agreement, (i) Agreement and the fees applicable to any such audit conducted by employees resignation or replacement of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examAdministrative Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties Administrative Agent are intended to constitute expenses of administration under any applicable insolvency Lawbankruptcy law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of, without duplication, of the Agents, the Custodian, the Collateral Administrator, the other Secured Parties Securities Intermediary and the Collateral Manager Administrator in connection with the preparation, review, negotiation, reproduction, execution and delivery of this Agreement and the other Facility Documents, including (but limited, in the case of legal fees and expenses, to) the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and plus, if necessary, one additional local counsel, one outside counsel for the Collateral Agent, and one counsel for the Custodian, the Securities Intermediary and the Collateral AdministratorAdministrator and one additional local counsel, actual out-of-pocket if necessary for the Collateral Agent, costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and recording fees, expensesexpenses and taxes, Taxes (including any stamp or documentary taxes), search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Custodian, the Collateral Administrator, the Account Bank, Securities Intermediary and the Securities Intermediary Collateral Administrator as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this AgreementAgreement (including the enforcement of this Section 12.04), the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent or the Custodian any Secured Party in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of the Collateral Agent any Secured Party or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of attorneysattorneys (subject to the limitations set forth in the first sentence of this clause (a)), accountants, auditors, consultants, appraisers and other professionals engaged by the Collateral Agent and the Collateral Administrator; provided that with respect to any expenses of the Agents directly related to or arising from any financial audit conducted by or at the direction of either Agent in accordance with the terms of this Agreement, (i) the fees applicable to any such audit conducted by employees of the Agents shall be equal to $1,200 per day, per analyst, plus the Agents’ actual documented out-of-pocket expenses, and (ii) unless an Event of Default has occurred and is continuing, (x) the Borrower shall only be required to reimburse such audit-related expenses in an aggregate amount not to exceed $15,000 for the first such audit and in an aggregate amount not to exceed $10,000 per each subsequent audit and (y) within the first year after the Closing Date, the Borrower shall only be required to reimburse such expenses for two such collateral exams, and in any year thereafter, for one such collateral examSecured Party. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Secured Parties are intended to constitute expenses of administration under any applicable insolvency Law.