Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Termination.

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

Costs, Expenses and Taxes. (a) In addition to the rights By way of indemnification under Article VIII hereofclarification, and not of limitation, of Sections 1.7 or 3.1, the Borrower agrees to shall pay to the Administrator, each Group Agent and each Lender promptly after written on demand thereof (i) all reasonable costs and out-of-pocket expenses incurred (excluding Taxes other than Other Taxes) in connection with (i) the periodic auditing preparation, execution, delivery and administration (including amendments or waivers of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(cany provision) of this Agreement or the other Transaction Documents, (ii) the perfection (and the agreed upon procedures reports contemplated by Section 5.05(econtinuation) of this Agreementthe Administrator’s rights in the Pool Receivables, provided that Collections and other Pool Assets, (iii) the Borrower shall only be responsible for enforcement by the reasonable costs and expenses incurred in connection with one audit Administrator, any Group Agent or any member of any Group of the obligations of the Borrower, the Originator, Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the Servicer, in each case during any twelve (12) month period beginning on maintenance by the date hereof and on each anniversary Administrator of the date hereofLock-Box Accounts (and any related lock-box or post office box), and in each caseincluding reasonable fees, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- of-pocket expenses of special external legal counsel for the Lender with respect thereto Administrator and with respect any member of any Group relating to any of the foregoing or to advising the Lender as to Administrator, any member of any Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under this Agreementany Transaction Document or any other document, agreement or instrument related thereto and the other agreements executed pursuant hereto and (iii) all reasonable costs and out-of-pocket expenses (including reasonable external counsel fees and expenses expenses) of outside counsel)the Administrator, incurred by the each Group Agent and each Lender in connection with any amendment to any the enforcement or administration of the Facility Transaction Documents after the date hereof or any other document, agreement or instrument related thereto. Administrator and the enforcement each member of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of each Group agree, however, that unless an Event of TerminationDefault has occurred and is continuing all of such entities will be represented by a single law firm. The Borrower shall reimburse the Administrator and each Group Agent for the cost of such Person’s external auditors auditing the books, records and procedures of the Borrower or the Servicer. The Borrower shall reimburse each Conduit Lender on demand for all reasonable costs and out of pocket expenses incurred by such Conduit Lender in connection with the Transaction Documents or the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees and out of pocket expenses of external counsel of the Administrator and each member of any Group for advice relating to such Conduit Xxxxxx’s operation in connection with the transactions contemplated by the Transaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article VIII hereofSection 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Facility Agent in connection with the preparation, execution execution, delivery, syndication and delivery (including administration of this Agreement, any requested Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents) of consents executed in connection with this Agreement and the any Structured Lender Liquidity Arrangement or other documents to be delivered hereunderliquidity support facility, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- of-pocket expenses of special counsel for the Lender Facility Agent with respect thereto and with respect to advising the Lender Facility Agent as to its rights and remedies under this AgreementAgreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after or with respect hereto; provided that in the occurrence case of an Event reimbursement of Terminationcounsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenders.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Backup Servicer (whether in its capacity as Backup Servicer or successor Servicer), the Custodian, the Lender’s Bank, the Lender and its Affiliates under Article VIII Section 8.01 hereof, the Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (iidocumented) all reasonable costs and expenses of the Backup Servicer, the Custodian, the Lender’s Bank and the Lender incurred in connection with the preparation, execution and or delivery (including of, or any requested amendmentswaiver or consent issued or amendment prepared in connection with, waivers or consents) of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunderhereunder or in connection herewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith that is necessary or requested (and, with respect to the Lender, actually entered into) by any of the Borrower, the Servicer, the Lender or made necessary or desirable as a result of the actions of any regulatory, tax or accounting body affecting the Lender and its Affiliates, or which is related to an Event of Default, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- of-pocket expenses of special counsel for the Backup Servicer, the Custodian, the Lender’s Bank and the Lender with respect thereto and with respect to advising the Backup Servicer, the Custodian, the Lender’s Bank and the Lender as to its their respective rights and remedies under this Agreement, Agreement and the other agreements executed pursuant hereto documents to be delivered hereunder or in connection herewith, and (iii) all costs and out-of-pocket expenses expenses, if any (including reasonable counsel fees and expenses of outside counselexpenses), incurred by the Backup Servicer, the Custodian, the Lender’s Bank or the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Terminationor in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable documented out-of-pocket costs and expenses of the Lender Administrative Agent and the Lead Arrangers (including the reasonable and documented fees and charges of counsel for the Administrative Agent and the Lead Arrangers and of local counsel, if any, who may be retained by such counsel) in connection with the preparation, execution and delivery of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendments, supplements or waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementany Loan Documents), and the other agreements executed pursuant hereto all reasonable and (iii) all costs and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, court costs and other legal expenses) incurred by the Administrative Agent and each Lender in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents during the existence of any Event of Default or Unmatured Event of Default. In addition, the Company agrees to pay, and to save the Administrative Agent, the Lead Arrangers and the Lenders harmless from all liability for, (a) any stamp court, or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Company’s auditors and, if an Event of Default or Unmatured Event of Default exists, any costs and expenses of outside counsel), incurred by the Administrative Agent or any Lender in connection with any amendment reasonable exercise by the Administrative Agent or any Lender of its rights pursuant to any Section 10.2. All obligations provided for in this Section 14.5 shall survive repayment of the Facility Documents after Loans, cancellation of the date hereof Notes, cancellation or expiration of the Letters of Credit and the enforcement any termination of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAgreement.

Costs, Expenses and Taxes. (a) In addition to the rights By way of indemnification under Article VIII hereofclarification, and not of limitation, of Sections 1.7 or 3.1, the Borrower agrees to Seller shall pay to the Lender promptly after written Administrator, each Purchaser Agent and/or any Purchaser on demand thereof all costs and expenses in connection with (i) all reasonable costs the preparation, execution, delivery and expenses incurred in connection with the periodic auditing administration (including amendments or waivers of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(cany provision) of this Agreement and or the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreementother Transaction Documents, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including fees, costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special legal counsel for the Lender with respect thereto Administrator and with respect the Purchaser Agents relating to any of the foregoing or to advising the Lender as to Administrator or any member of any Purchaser Group (including, any related Liquidity Provider or any other related Program Support Provider) about its rights and remedies under this Agreementany Transaction Document or any other document, agreement or instrument related thereto and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including counsel fees and expenses expenses) of outside counsel), incurred by the Lender Administrator and any Purchaser Agent in connection with the enforcement or administration of the Transaction Documents or any amendment other document, agreement or instrument related thereto. The Seller shall reimburse the Administrator and each Purchaser Agent for the cost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all out of pocket costs and expenses incurred by such Conduit Purchaser in connection with the Facility Transaction Documents after or the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Terminationtransactions contemplated thereby.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article VIII hereofSection 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Administrative Agent in connection with the preparation, execution execution, delivery, syndication and delivery (including administration of this Agreement, any requested Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Administrative Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with any amendments, waivers or consents) of consents executed in connection with this Agreement and the any Structured Lender Liquidity Arrangement or other documents to be delivered hereunderliquidity support facility, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- of-pocket expenses of special counsel for the Lender Administrative Agent with respect thereto and with respect to advising the Lender Administrative Agent as to its rights and remedies under this AgreementAgreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Administrative Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after or with respect hereto; provided that in the occurrence case of an Event reimbursement of Terminationcounsel for the Agents, and the Lenders other than the Administrative Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenders.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to (without duplication), all of the Lender promptly after written demand thereof following fees, costs and expenses incurred by FHI: (i) all reasonable costs and expenses incurred in connection with the periodic auditing negotiation, preparation, printing, typing, reproduction, execution and delivery of the Borrower Loan Documents and the Servicer any and all other documents furnished pursuant to Section 5.01(c) hereto or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrowerherewith, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of any amendments or modifications of (including or supplements to) any requested amendments, waivers or consents) of this Agreement the foregoing and the any and all other documents to be delivered hereunderfurnished pursuant thereto or in connection therewith, including, including without limitation, all pre-closing due diligence expenses and limitation the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of counsel retained by FHI relative thereto (including or, but not as well as, the reasonable allocated costs of staff counsel), (iii) all UCC and Lien search fees, all title insurance, survey, appraisal, environmental evaluation fees, costs, and expenses, and costs and all fees and taxes payable in connection with the filing or recording of any Loan Documents or financing statements; (iv) all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses of outside counselFHI), incurred by the Lender if any, in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and/or any other Loan Documents or other agreement furnished pursuant hereto or thereto or in connection herewith or therewith; and (v) all costs and expenses incurred by FHI in conducting an independent audit or review by FHI's internal staff of the books and records of the Company and the collateral provided under the Loan Documents. In addition, the Company shall pay any and all stamp, transfer and other agreements and documents similar taxes payable or determined to be delivered hereunder after payable in connection with the occurrence execution and delivery of an Event this Agreement, or any of Terminationthe other Loan Documents, or the issuance of the Notes, or the making of the Loans, and agrees to save and hold FHI harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid following the FHI’s statement and request for payment thereof shall bear interest from the date of such statement and request to the date of payment at a per annum rate equal to the Prime Rate plus Five Percent (5%) per annum.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to or reimburse the Lender promptly after written demand thereof Agents for paying: (i) all reasonable costs and expenses incurred of the Agents in connection with (A) the periodic auditing of the Borrower preparation, execution, delivery, and the Servicer pursuant to Section 5.01(c) or 5.04(c) administration of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(eother Loan Papers, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agents with respect thereto and with respect to advising the Agents as to their respective Rights and responsibilities under this Agreement and the other Loan Papers, and (B) any amendment, modification, supplement, or waiver of any of the terms of this AgreementAgreement (limited in the case of legal fees and expenses, provided that the Borrower shall only be responsible for to the reasonable costs fees, disbursements and expenses incurred in connection with one audit other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as counsel to the Borrower, the Originator, Paying Agent and the ServicerBanks, one firm of aviation counsel, and, if necessary, a single local counsel in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lenderappropriate jurisdiction), and (ii) all reasonable costs and expenses of the Lender Banks and the Agents (including reasonable counsel’s fees, and including reasonable allocated in-house counsel fees for any Bank or any Agent) in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements Loan Papers (limited in the case of legal fees and documents expenses, to one firm of outside counsel, one firm of aviation counsel, and, if necessary, a single local counsel in each appropriate jurisdiction to the Paying Agent and the Banks, taken as a whole (and, in each case, in the case of an actual or perceived conflict of interest, an additional counsel to all such similarly situated affected parties)). In addition, the Company shall pay any and all Taxes payable or determined to be delivered hereunder after payable in connection with the occurrence execution and delivery of an Event this Agreement and the other Loan Papers, and agrees to save the Agents and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of Terminationthis Agreement or any other Loan Paper. The obligations of the Company under this Section 9.4 shall survive the termination of this Agreement and/or repayment of the Loans.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender Agent (including the reasonable fees and charges of counsel for the Agent and of local counsel, if any, who may be retained by said counsel) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendments, supplements or waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementany Loan Documents), and the other agreements executed pursuant hereto and (iii) all costs and reasonable out-of-pocket costs and expenses (including fees reasonable attorneys' fees, court costs and other legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank after an Event of Default in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based on its respective Percentage) of any such costs and expenses of outside counsel), incurred the Agent not paid by the Lender Company. In addition, the Company agrees to pay, and to save the Agent and the Banks harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Company's auditors in connection with any amendment reasonable exercise by the Agent and the Banks of their rights pursuant to any Section 10.2. All obligations provided for in this Section 14.6 shall survive repayment of the Facility Documents after Loans, cancellation of the date hereof Notes and the enforcement any termination of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAgreement.

Costs, Expenses and Taxes. Borrower shall pay (or, if already paid, reimburse Bank for) on demand: (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution execution, delivery, filing, recording and delivery (administration of the Credit Documents, including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of counsel for Bank, with respect thereto, with respect to any modifications thereof, with respect to reviewing and evaluating any Collateral and with respect to advising Bank as to its rights and responsibilities under the Credit Documents after an Event of Default or Default, (b) all costs and expenses (including reasonable counsel fees and expenses expenses, including those incurred at the appellate level and in any insolvency proceedings) in connection with the enforcement of outside counselthe Credit Documents, and (c), incurred by without limiting the Lender generality of clause (a) above, all surveying costs, all appraisal fees, all environmental review costs, all title insurance premiums, all search costs, all filing fees and all Collateral inspection expenses. Bank is hereby irrevocably authorized (but not required) to deduct any of the foregoing items from any account of Borrower with Bank or to make an Advance to pay for it (whether or not requested); provided, that Bank shall provide to Borrower a statement of such items before any such deduction. In addition, Borrower shall pay on demand any and all documentary stamp, intangibles and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing or recording of the Credit Documents or in connection with any amendment Advances, and agrees to indemnify and save Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Without limiting the force or effect of the Facility Documents after immediately preceding sentence, Borrower hereby authorizes Bank to deduct from the date hereof and amount of any Advance that is disbursed to Borrower the enforcement amount of this Agreement and the other agreements and documents to any intangibles or documentary stamp tax that may be delivered hereunder after the occurrence of an Event of Terminationpayable in connection with such Advance.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender Program Agent and each Managing Agent promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the LenderProgram Agent, provided that if an Event of Termination shall have occurred and be continuing or the results of the previous audits were not complete and reasonably acceptable to the Program Agent, then the Borrower shall be responsible for a second audit during such period, and (ii) all reasonable costs and expenses of the Lender Program Agent and each Managing Agent in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender Program Agent and each Managing Agent with respect thereto and with respect to advising the Lender Program Agent and each Managing Agent and the related Lenders as to its their respective rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender Program Agent and each Managing Agent in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Termination.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution issuance, delivery, filing, recording, and delivery (including any requested amendments, waivers or consents) administration of this Agreement Agreement, the Loans and the any other documents to which may be delivered hereunderin connection with this Agreement, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees of counsel for the Administrative Agent incurred in connection with the preparation and negotiation of this Agreement, the Loans and any document delivered in connection therewith and all reasonable costs and expenses of outside counsel), incurred by the Lender Administrative Agent (and, in the case of clause (c) or (d) below, any Lender) (including reasonable fees and out of pocket expenses of counsel) in connection with any amendment to any (a) with the use of Intralinks Inc., SyndTrak or other similar information transmission systems in connection with the Facility Documents after Loan Documents, (b) the date hereof and the enforcement transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement and the Loans, (c) any and all amounts which the Administrative Agent or any Lender has paid relative to the Administrative Agent’s or such Lender’s curing of any Event of Default resulting from the acts or omissions of the Borrower under this Agreement or any other Loan Document, (d) the enforcement of, or protection of rights under, this Agreement or any other Loan Document (whether through negotiations, legal proceedings or otherwise) or (e) any waivers or consents or amendments to or in respect of this Agreement, the other Loan Documents or the Loans requested by the Borrower. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the Loans or any of such other documents, and agree to save the Administrative Agent and the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and documents to be delivered hereunder after obligations of the occurrence Borrower contained in this Section shall survive the payment in full of an Event the Obligations and the termination of Terminationthe Aggregate Commitments.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender Program Agent and each Managing Agent promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the LenderProgram Agent, provided that if an Event of Termination shall have occurred and be continuing or the results of the previous audits were not complete and reasonably acceptable to the Program Agent, then the Borrower shall be responsible for a second audit during such period, provided, further that in connection with any increase of the Aggregate Commitment pursuant to Section 2.03(b) or 2.03(c) of this Agreement, the Borrower shall be responsible for the reasonable costs and expenses incurred in connection with one additional audit performed in connection therewith so long as such additional audit occurs after January 1, 2011, and (ii) all reasonable costs and expenses of the Lender Program Agent and each Managing Agent in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender Program Agent and each Managing Agent with respect thereto and with respect to advising the Lender Program Agent and each Managing Agent and the related Lenders as to its their respective rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender Program Agent and each Managing Agent in connection with any amendment to or maintenance or waiver of any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Termination.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers or consents) delivery, filing, recording, administration, modification, amendment and/or waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- out of pocket expenses of special one counsel for the Lender Agent with respect thereto and with respect to advising the Lender Agent as to its rights and remedies responsibilities under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses for one counsel) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Notes and the other documents to be delivered hereunder and (B) incurred by the Agent in connection with the transactions described herein and in the other [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 9.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 9.6, shall be at the sole cost and expense of the Borrower.

Costs, Expenses and Taxes. (a) In addition to the rights By way of indemnification under Article VIII hereofclarification, the and not of limitation, of Sections 1.7 or 3.1, each Borrower agrees to shall pay to the Administrator, each Group Agent and each Lender promptly after written on demand thereof (i) all reasonable costs and out-of-pocket expenses incurred (excluding Taxes other than Other Taxes) in connection with (i) the periodic auditing preparation, execution, delivery and administration (including amendments or waivers of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(cany provision) of this Agreement or the other Transaction Documents, (ii) the perfection (and the agreed upon procedures reports contemplated by Section 5.05(econtinuation) of this Agreementthe Administrator’s rights in the Pool Receivables, provided that Collections and other Pool Assets, (iii) the Borrower shall only be responsible for enforcement by the reasonable costs and expenses incurred in connection with one audit Administrator, any Group Agent or any member of any Group of the obligations of each Borrower, the Originator, applicable Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the Servicer, in each case during any twelve (12) month period beginning on maintenance by the date hereof and on each anniversary Administrator of the date hereofLock-Box Accounts (and any related lock-box or post office box), and in each caseincluding reasonable fees, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- of-pocket expenses of special external legal counsel for the Lender with respect thereto Administrator and with respect any member of any Group relating to any of the foregoing or to advising the Lender as to Administrator, any member of any Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under this Agreementany Transaction Document or any other document, agreement or instrument related thereto and the other agreements executed pursuant hereto and (iii) all reasonable costs and out-of-pocket expenses (including reasonable external counsel fees and expenses expenses) of outside counsel)the Administrator, incurred by the each Group Agent and each Lender in connection with any amendment to any the enforcement or administration of the Facility Transaction Documents after the date hereof or any other document, agreement or instrument related thereto. Administrator and the enforcement each member of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of each Group agree, however, that unless an Event of TerminationDefault has occurred and is continuing all of such entities will be represented by a single law firm. Each Borrower shall reimburse the Administrator and each Group Agent for the cost of such Person’s external auditors auditing the books, records and procedures of such Borrower or the applicable Servicer. Each Borrower shall reimburse each Conduit Lender on demand for all reasonable costs and out of pocket expenses incurred by such Conduit Lender in connection with the Transaction Documents or the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees and out of pocket expenses of external counsel of the Administrator and each member of any Group for advice relating to such Conduit Lender’s operation in connection with the transactions contemplated by the Transaction Documents.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender in connection with the preparation, execution and delivery Agent (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of this Agreement, the Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses and allocated costs of outside staff counsel), ) incurred by the Lender Agent and each Bank in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent Credit Agreement for such Bank's pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Agent and the Banks harmless from all liability for, any stamp or other agreements Taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes (if any) or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder after or in connection herewith. All obligations provided for in this Section 13.5 shall survive repayment of the occurrence Loans, cancellation of an Event the Notes or any termination of Terminationthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly Program Agent and each Managing Agent within thirty (30) days after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement; provided, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with (a) one audit of the Borrower, the Originator, Borrower and the ServicerServicer while a Level 1 Ratings Period is in effect or (b) two audits of the Borrower and the Servicer while a Level 1 Ratings Period is not in effect, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, Program Agent and (ii) all reasonable costs and expenses of the Lender Program Agent and each Managing Agent in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- of-pocket expenses of special counsel for the Lender Program Agent and each Managing Agent with respect thereto and with respect to advising the Lender Program Agent and each Managing Agent and the related Lenders as to its their respective rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender Program Agent and each Managing Agent in connection with any amendment to any of the Facility Documents after the date hereof Effective Date and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Termination.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers delivery, filing, recording, administration, modification, amendment or consents) waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of counsel for the Facility Agent, the Collateral Agent and the Paying Agent with respect thereto. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses of outside counsel), incurred by the Lender expenses) (A) in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Loan Notes and the other agreements and documents to be delivered hereunder and (B) incurred by the Facility Agent or the Collateral Agent in connection with the transactions described herein and in the other Transaction Documents, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Facility Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Facility Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Facility Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Facility Agent, the Collateral Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender in connection with the preparation, execution and delivery Agent (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of this Agreement, the Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of outside staff counsel), ) incurred by the Lender Agent and each Bank in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank’s pro rata share (based upon its respective Percentage, determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Agent and the Banks harmless from all liability for, any stamp or other agreements Taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes (if any) or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder after or in connection herewith. All obligations provided for in this Section 13.5 shall survive repayment of the occurrence Loans, cancellation of an Event the Notes or any termination of Terminationthis Agreement.

Costs, Expenses and Taxes. The Borrower agree upon and following the date hereof (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to or reimburse the Lender promptly after written demand thereof (i) Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower preparation, negotiation, syndication and the Servicer pursuant to Section 5.01(c) or 5.04(c) execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of one attorney for all Lenders and the Administrative Agent and such other local counsel in each foreign jurisdiction as agreed upon procedures reports contemplated by Section 5.05(ebetween the Administrative Agent and the Borrower, and (b) of this Agreement, provided that to pay or reimburse the Borrower shall only be responsible Administrative Agent and each Lender for the all reasonable and documented out-of-pocket costs and expenses incurred in connection with one audit the enforcement of any rights or remedies under this Agreement or the Borrower, the Originator, and the Servicer, in each case during any twelve other Loan Documents (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) including all reasonable such costs and expenses of the Lender in connection with the preparationincurred during any legal proceeding, execution and delivery (including any requested amendmentsproceeding under any Debtor Relief Law), waivers or consents) including all Attorney Costs of this Agreement counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and the other documents to be delivered hereunderexpenses shall include all reasonable search, includingfiling, without limitationrecording, all pre-closing due diligence expenses title insurance and the reasonable appraisal charges and fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementtaxes related thereto, and the other agreements executed pursuant hereto reasonable and (iii) all costs and documented out-of-pocket expenses (including fees and expenses of outside counsel), incurred by any Agent. All amounts due under this Section 10.04 shall be paid promptly (but in any event within thirty (30) days) following receipt by the Lender Borrower of an invoice relating thereto setting forth such expenses in connection with any amendment to any reasonable detail. The agreements in this Section 10.04 shall survive the termination of the Facility Documents after Aggregate Commitments and repayment of all of the date hereof and Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAdministrative Agent or any Lender, in its sole discretion.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers or consents) delivery, filing, recording, administration, modification, amendment and/or waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- of-pocket expenses of special counsel for the Lender Agent and the Paying Agent with respect thereto and with respect to advising the Lender Agent and the Paying Agent as to its rights and remedies responsibilities under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Notes and the other documents to be delivered hereunder and (B) incurred by the Agent or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article VIII Section 7 hereof, the Borrower each Originator, jointly and severally, agrees to pay to the Lender promptly after written demand thereof on demand: (ia) all reasonable out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution negotiation, execution, delivery and delivery (including any requested amendments, waivers or consents) administration of this Agreement and the other documents Transaction Documents (together with all amendments, restatements, supplements, consents and waivers, if any, from time to be delivered hereundertime hereto and thereto), including, without limitation, all pre-closing due diligence expenses including (i) the reasonable Attorney Costs for the Administrative Agent and the reasonable fees and out-of- pocket expenses of special counsel for the Lender other Purchaser Parties with respect thereto and with respect to advising the Lender Administrative Agent and the other Purchaser Parties as to its their rights and remedies under this Agreement, Agreement and the other agreements executed pursuant hereto Transaction Documents and (iiiii) all costs reasonable and out-of-pocket expenses (including documented accountants’, auditors’ and consultants’ fees and expenses for the Administrative Agent and the other Purchaser Parties and the fees and charges of outside counsel), any Rating Agency incurred by the Lender in connection with the administration and maintenance of this Agreement or advising the Administrative Agent or any amendment other Purchaser Party as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document and (b) all stamp, franchise and other Taxes and fees payable or determined to be payable in connection with the Facility Documents after the date hereof execution, delivery, filing and the enforcement recording of this Agreement and the other agreements Transaction Documents, and documents agrees to be delivered hereunder after indemnify each Originator Indemnified Party and their respective Affiliates against any liabilities for, or resulting from any delay in paying (or failure to pay), such Taxes and fees. In addition, each Originator agrees to pay on demand all reasonable out-of-pocket and documented costs and expenses (including reasonable Attorney Costs), of the occurrence Administrative Agent and the other Purchaser Parties, incurred in connection with the enforcement of an Event any of Terminationtheir respective rights or remedies under the provisions of this Agreement and the other Transaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable documented out-of-pocket costs and expenses of the Lender Administrative Agent and the Lead Arrangers (including the reasonable and documented fees and charges of counsel for the Administrative Agent and the Lead Arrangers and of local counsel, if any, who may be retained by such counsel) in connection with the preparation, execution and delivery of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendments, supplements or waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementany Loan Documents), and the other agreements executed pursuant hereto all reasonable and (iii) all costs and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, court costs and other legal expenses) incurred by the Administrative Agent and each Lender in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents during the existence of any Event of Default or Unmatured Event of Default. In addition, the Company agrees to pay, and to save the Administrative Agent, the Lead Arrangers and the Lenders harmless from all liability for, (a) any stamp court, or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Company’s auditors and, if an Event of Default or Unmatured Event of Default exists, any costs and expenses of outside counsel), incurred by the Administrative Agent or any Lender in connection with any amendment reasonable exercise by the Administrative Agent or any Lender of its rights pursuant to any Section 10.2. All obligations provided for in this Section 14.5 shall survive repayment of the Facility Documents after Loans, cancellation of the date hereof Notes and the enforcement any termination of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAgreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article VIII SECTION 3.1 hereof, the Borrower Seller agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution execution, delivery and delivery administration (including any requested amendments, waivers or consentsperiodic auditing of Pool Receivables) of this Agreement, the Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement, the Backup Servicing Agreement and the other documents and agreements to be delivered hereunderhereunder or in connection herewith, includingincluding all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement, the Backup Servicing Agreement and the other documents and agreements to be delivered hereunder or in connection herewith and the waiving of any provisions thereof, and including in all cases, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel Attorney Costs for the Lender Agent, each Purchaser, each Program Support Provider, each Purchaser Agent, the Insurer, the Backup Servicer, any successor Servicer and their respective Affiliates and agents with respect thereto and with respect to advising the Lender Agent, the Purchaser, each Program Support Provider, the Insurer and their respective Affiliates and agents as to its their rights and remedies under this Agreement, Agreement and the other agreements executed pursuant hereto and Transaction Documents (iii) all PROVIDED that unless a Termination Event, ADESA Financial Covenant Event or Unmatured Termination Event shall have occurred, the costs and out-of-pocket expenses payable in connection with the administration of the Transaction Documents (including fees excluding any costs and expenses of outside counsel), incurred by the Lender in connection with any amendment, amendment to and restatement, modification, supplement or waiver and any costs and expenses in connection with enforcement) in any year shall not exceed $50,000), and all reasonable costs and expenses, if any (including Attorney Costs), of each Purchaser Agent, each Purchaser, each Program Support Provider, the Facility Documents after Insurer, the date hereof Agent, the Backup Servicer, any successor Servicer and their respective Affiliates and agents, in connection with the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay (a) on the Closing Date to the Lender promptly after written demand thereof extent invoiced at least three (i3) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this AgreementBusiness Days prior thereto, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of Xxxxx Xxxx & Xxxxxxxx, counsel for JPMCB, and Xxxxxxxx, Xxxxx & Xxxxxx LLP, counsel for Fleet, in connection with the preparation, execution, delivery and syndication of the documents involved in each Bank's Commitment and of the Loan Documents and (b) within 30 days after receiving appropriate documentation thereof, the reasonable fees and out-of-pocket expenses of Xxxxxxxx, Xxxxx & Xxxxxx LLP, counsel for the Agent, in connection with the amendment and administration of the documents involved in each Bank's Commitment and of the Loan Documents. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees (including the allocated costs of staff counsel, provided that any allocation of such costs is made in accordance with the relevant Bank's customary practice and expenses is without duplication of the expense of any outside counsel for the relevant Bank for the relevant matter, there being a general understanding or presumption that the hourly rates and time charges for in-house counsel will not exceed those charged by outside counsel), ) incurred by the Lender Agent and, to the extent incurred in connection with suing on a Note or any Loan Document, any of the Banks, upon or after an Event of Default, if any, in connection with the enforcement of any Loan Document and any amendments thereof or in connection with any amendment amendments, waivers or consents of or under any Loan Document. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other related out-of-pocket expenses incurred by the Agent. In addition, the Borrower shall pay on demand any and all stamp and other taxes and fees payable or reasonably determined to any be payable in connection with the execution and delivery of the Facility Loan Documents after and agrees to save the date hereof Agent and the enforcement of this Agreement Banks harmless from and the other agreements against any and documents all liabilities with respect to be delivered hereunder after the occurrence of an Event of Terminationor resulting from any delay in paying or omission to pay such taxes or fees.

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

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower NHLP agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of Agent and the Lender in connection with the preparation, execution and delivery Banks (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees of counsel for Agent and expenses the Banks and of outside local counsel), incurred by if any, whom Agent and the Lender Banks' counsel may retain) in connection with the preparation, execution, delivery, administration, enforcement and/or protection of Agent's and the Banks' rights under the Loan Documents. In addition, National and NHLP shall indemnify Agent and the Banks from and against any amendment to and all costs, expenses (including reasonable legal fees), claims, demands, actions, losses or liabilities (except such as are a direct result of the gross negligence or willful misconduct of Agent and/or the Banks) that Agent and/or the Banks may suffer or incur in connection with this Agreement or any of the Facility Documents after the date hereof Loan Documents. In addition, NHLP agrees to pay and to hold Agent and the enforcement Banks harmless from all liability for any stamp or other taxes (including taxes under Tennessee Code Annotated Section 67-4-409 due upon the recordation of mortgages and financing statements) that may be payable in connection with the execution or delivery of this Agreement and the Collateral under this Agreement, or the issuance of the Notes or any other agreements and documents Loan Documents delivered or to be delivered hereunder after under or in connection with this Agreement. NHLP, upon request, promptly will reimburse Agent and the occurrence Banks for all amounts expended, advanced, or incurred by Agent and the Banks to satisfy any obligation of an Event Borrower under this Agreement or any other Loan Documents, or to perfect a lien in favor of Terminationthe Banks, or to protect the Pledged Nursing Homes or the businesses of Borrower, National and NHLP, or to collect the Indebtedness, or to enforce the rights of Agent and Banks under this Agreement or any other Loan Document, which amounts will include without limitation all court costs, attorneys' fees, fees of auditors and accountants, costs of insurance, and investigation expenses reasonably incurred by Agent and the Banks in connection with any such matters, together with interest thereon at the rate applicable to past due principal and interest as set forth in the Loan Documents but in no event in excess of the maximum lawful rate of interest permitted by applicable law on each such amount. All obligations for which this Section provides shall survive any termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers or consents) delivery, filing, recording, administration, modification, amendment and/or waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- out of pocket expenses of special one counsel for the Lender Agent with respect thereto and with respect to advising the Lender Agent as to its rights and remedies responsibilities under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses for one counsel) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Notes and the other documents to be delivered hereunder and (B) incurred by the Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 9.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 9.6, shall be at the sole cost and expense of the Borrower.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender in connection with the preparation, execution and delivery Agent (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of this Agreement, the Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) Credit Agreement all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of outside staff counsel), ) incurred by the Lender Agent and each Bank in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Agent and the Banks harmless from all liability for, any stamp or other agreements Taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes (if any) or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder after or in connection herewith. All obligations provided for in this Section 13.5 shall survive repayment of the occurrence Loans, cancellation of an Event the Notes or any termination of Terminationthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to The Authority will pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs fees and expenses incurred in connection with one audit disbursements of the BorrowerXxxxxxx and Xxxxxx LLP, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable special counsel to the Lender, and (ii) all reasonable costs and expenses of the Lender incurred in connection with the preparation, execution execution, filing and administration and delivery (including any requested amendments, waivers or consents) of this Agreement and the other Program Documents and (ii) promptly on demand (A) the fees and disbursements of counsel or other reasonably required consultants to the Lender with respect to advising such Persons as to the rights and responsibilities under this Agreement and the other Program Documents after the occurrence of any Default or alleged Default hereunder, or an Event of Default, (B) all reasonable costs and expenses, if any, in connection with any waiver or amendment of, or the giving of any approval or consent under, or any response thereto or the enforcement of this Agreement, the Program Documents and any other documents to which may be delivered hereunderin connection herewith or therewith, including, without limitation, all pre-closing due diligence expenses and including in each case the reasonable fees and out-of- pocket expenses disbursements of special counsel for to the Lender or other reasonably required consultants and (C) any amounts reasonably advanced by or on behalf of the Lender to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or under any Program Document, together with respect thereto interest at the Default Rate. In addition, the Authority shall pay any and all stamp taxes, transfer taxes, documentary taxes, and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, and recording of this Agreement and the security contemplated by the Program Documents (other than taxes based on the net income of the Lender) and agrees to indemnify and hold the Lender harmless from and against any and all liabilities with respect to advising or resulting from any delay in paying, or omission to pay, such taxes and fees, including interest and penalties thereon; provided, however, that the Lender as Authority may reasonably contest any such taxes or fees with the prior written consent of the Lender, which consent, if an Event of Default does not then exist, shall not be unreasonably withheld. In addition, the Authority agrees to its rights and remedies under this Agreementpay, and after the other agreements executed pursuant hereto and (iii) occurrence of a Default, alleged Default or an Event of Default, all costs and out-of-pocket expenses (including attorneys’ fees and expenses costs of outside counsel), settlement) incurred by the Lender in enforcing any obligations or in collecting any payments due from the Authority hereunder by reason of such Default, alleged Default or Event of Default or in connection with any amendment to any refinancing or restructuring of the Facility Documents after the date hereof and the enforcement of credit arrangements provided under this Agreement and in the nature of a “workout” or of any collection, insolvency, bankruptcy proceedings or other agreements and documents to be delivered hereunder after the occurrence of an Event of Terminationenforcement proceedings resulting therefrom.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) In addition to all reasonable out-of-pocket costs and expenses of the rights Agent (including the reasonable fees and out-of-pocket expenses of indemnification under Article VIII hereofa single counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), incurred after the Closing Date, in connection with the administration of, and any amendment to, this Agreement, the Borrower agrees Committed Notes and all other instruments or documents provided for herein or delivered or to pay to the Lender promptly after written demand thereof be delivered hereunder or in connection herewith (i) all reasonable excluding costs and expenses incurred in connection with the periodic auditing of the Borrower a restructuring contemplated in Section 8.17) and the Servicer pursuant to Section 5.01(c(b) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred in connection with one audit of by the Borrower, the Originator, Agent and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) enforcement of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Company other agreements executed pursuant hereto and (iii) all costs than any fees and out-of-pocket expenses (including fees of counsel for the Agent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, the Company agrees to pay, and expenses of outside counsel)to hold the Agent and the Lenders harmless from all liability for, incurred by the Lender any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with any amendment to any of the Facility Documents after the date hereof execution, delivery and the enforcement of this Agreement Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and the enforcement of any other agreements and instruments or documents provided for herein or delivered or to be delivered hereunder after or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the occurrence Committed Loans, cancellation of an Event the Committed Notes or any termination of Terminationthis Agreement.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender in connection with the preparation, execution and delivery Agent (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of this Agreement, the Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses and allocated costs of outside staff counsel), ) incurred by the Lender Agent and each Bank in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based upon its respective Percentage) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Agent and the Banks harmless from all liability for, any stamp or other agreements Taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder after or in connection herewith. All obligations provided for in this Section 13.5 shall survive repayment of the occurrence Loans, cancellation of an Event the Notes or any termination of Terminationthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights By way of indemnification under Article VIII hereofclarification, and not of limitation of Sections 1.7 or 3.1, the Borrower agrees to Seller shall pay to the Lender promptly after written Administrator, each Liquidity Agent, each Purchaser Agent and each member of each Purchaser Group on demand thereof all costs and expenses in connection with (i) all reasonable costs the preparation, execution, delivery and expenses incurred in connection with the periodic auditing administration (including amendments or waivers of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(cany provision) of this Agreement or the other Transaction Documents and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder and thereunder, (ii) the sale of the Purchased Interest (or any portion thereof) from the Seller to the Purchasers hereunder, including(iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, without limitationCollections and other Pool Assets, all pre(iii) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the maintenance by the Administrator of the Lock-closing due diligence expenses Box Accounts (and the reasonable fees and outany related lock-of- pocket expenses box or post office box), including Attorney Costs of special legal counsel for the Lender with respect thereto Administrator and with respect any member of any Purchaser Group relating to any of the foregoing or to advising the Lender as to Administrator, any member of any Purchaser Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under this Agreementany Transaction Document or any other document, agreement or instrument related thereto and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees Attorney Costs) of the Administrator, each Purchaser Agent and expenses of outside counsel), incurred by the Lender each Purchaser in connection with any amendment to any the enforcement or administration of the Facility Transaction Documents after or any other document, agreement or instrument related thereto. The Seller shall reimburse the date hereof Administrator and each Purchaser Agent for the cost of such Person’s auditors auditing the books, records and procedures of the Seller or the Servicer and the enforcement cost of this Agreement such Person’s due diligence. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser in connection with the other agreements Transaction Documents or the transactions contemplated thereby, including certain costs related to the Rating Agencies and documents reasonable fees and out of pocket expenses of counsel of the Administrator and each member of any Purchaser Group for advice relating to be delivered hereunder after such Conduit Purchaser’s operation in connection with the occurrence of an Event of Terminationtransactions contemplated by the Transaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Purchasers and their respective Affiliates under Article VIII VI hereof, the Borrower Transferor agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred by a Purchaser or the Deal Agent, and their respective Affiliates, successors or assigns, with respect to enforcing their respective rights and remedies as against the Transferor under this Agreement, the Indenture, any Note, any other Deal Document and the other documents to be delivered hereunder or in connection herewith provided, however, that none of the Deal Agent, any Purchaser or any affiliate thereof shall be entitled to any such payment (and shall reimburse the Transferor for any such payments previously received) if such person has been determined by a court of competent jurisdiction to not be entitled to receive indemnification pursuant to Article VI hereof in connection with such enforcement. The Transferor also agrees to pay on demand all costs and expenses of the Purchasers and the Deal Agent, and their respective Affiliates, successors or assigns, if any (including reasonable counsel fees and expenses), incurred in connection with the periodic auditing of the Borrower negotiation, execution, and the Servicer pursuant to Section 5.01(c) or 5.04(c) delivery of this Agreement and the agreed upon procedures reports transactions contemplated hereby, any removal of the Facility and/or the enforcement, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Indenture, the Note, any other Deal Document and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith. The Transferor also agrees to pay on demand all reasonable out-of-pocket costs and expenses incurred by Section 5.05(ea Purchaser in connection with the administration (including rating agency requirements, modification and amendment) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement Deal Documents and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- of-pocket expenses of special counsel for Purchaser and the Lender Deal Agent with respect thereto and with respect to advising the Lender Purchaser as to its rights and remedies under this Agreement, the Deal Documents and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses hereto. Any amounts subject to the provisions of outside counsel), incurred this Section 8.8 shall be paid by the Lender in connection with any amendment Transferor to any of the Facility Documents after Deal Agent within ten (10) Business Days following the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationDeal Agent's demand therefor.

Costs, Expenses and Taxes. Upon the receipt of reasonable documentation evidencing such expenses, MBIA agrees to pay or cause to be paid (a) In addition to the rights Administrative Agent all reasonable out-of-pocket expenses, including but not limited to fees and expenses of indemnification under Article VIII hereof, counsel for the Borrower agrees Administrative Agent (including New York and foreign counsel) incurred by the Administrative Agent from time to pay to the Lender promptly after written demand thereof time (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender arising in connection with the preparation, execution execution, duplication, delivery and delivery performance of this Agreement, any Loan Documents and any documents, instruments or transactions pursuant to or in connection herewith and (including ii) relating to any requested amendments, waivers or consents) of this Agreement and the other documents consents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, any Loan Documents or any such documents or instruments, (b) to each Bank, the legal fees and the expenses (up to a maximum of $2,500 per opinion) incurred by such Bank in obtaining opinions of counsel required by Moody's or S&P or requested by MBIA relating to this Agreement or any amendment or other agreements executed pursuant hereto modification hereof, and (iiic) all costs to the Administrative Agent and out-of-pocket expenses (including each Bank, fees and expenses of outside counsel), counsel for the Administrative Agent or such Bank incurred by the Lender Administrative Agent or such Bank in connection with any amendment to the enforcement or preservation by any of the Facility Documents after the date hereof and the enforcement them of rights under this Agreement and or any such documents or instruments, including but not limited to such expenses as may be incurred by the Administrative Agent or such Bank in enforcing this Agreement or any of such other agreements and documents to be delivered hereunder or instruments after the occurrence of an Event of TerminationDefault shall have occurred. MBIA agrees to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Administrative Agent or such Bank to be payable in connection with this Agreement, the Notes or any other documents, instruments or transactions pursuant to or in connection herewith, and MBIA agrees to save each Agent and the Banks harmless from and against any and all present or future claims, liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions. The provisions of this Section 10.1 shall survive the termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower Reseller agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs fees and expenses incurred of counsel to CPC and paralegals) in connection with the periodic auditing enforcement of the Borrower Documents and the Servicer pursuant Loans, including, but not limited to (a) reasonable attorney fees and costs incurred upon an Automatic Default, and (b) CPC’s standard wire transfer and check return fees, all as may be established and changed by CPC from time to time. Without limitation of the foregoing, Reseller acknowledges and agrees that CPC's field audit and out of pocket expenses relating to field audits shall be charged to Reseller. In addition, Reseller shall pay any and all stamp, transfer and other taxes payable or determined to be payable in connection with the execution and delivery of the Documents and agrees to hold CPC harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the foregoing is brought against CPC, Reseller, to the extent and in the manner directed by CPC, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by CPC. If Reseller shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Reseller contained in this Agreement shall be breached, CPC may, in its sole and absolute discretion, after 10 days written notice having been sent to Reseller, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; any and all amounts so expended by CPC shall be repayable to CPC by Reseller immediately upon CPC's demand therefore, with interest at a rate equal to the highest interest rate set forth in this Agreement in effect from time to time during the period from and including the date funds are so expended by CPC to the date of repayment, and any such amounts due and owing CPC shall be deemed to be part of the Indebtedness secured hereunder. The obligations of Reseller under this Section 5.01(c) or 5.04(c) shall survive the termination of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit discharge of the Borrower, other obligations of Reseller under the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationDocuments.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender Administrative Agent and the Lead Arranger (including the reasonable fees and charges of counsel for the Administrative Agent and the Lead Arranger and of local counsel, if any, who may be retained by said counsel) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendments, supplements or waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementany Loan Documents), and the other agreements executed pursuant hereto and (iii) all costs and reasonable out-of-pocket costs and expenses (including fees reasonable attorneys' fees, court costs and other legal expenses and allocated costs of staff counsel) incurred by the Administrative Agent and each Bank after an Event of Default in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents. Each Bank agrees to reimburse the Administrative Agent for such Bank's pro rata share (based on its respective Total Percentage) of any such costs and expenses of outside counsel), incurred the Administrative Agent not paid by the Lender Company. In addition, the Company agrees to pay, and to save the Administrative Agent, the Lead Arranger and the Banks harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Company's auditors in connection with any amendment reasonable exercise by the Administrative Agent and the Banks of their rights pursuant to any Section 10.2. All obligations provided for in this Section 14.6 shall survive repayment of the Facility Documents after Loans, cancellation of the date hereof Notes and the enforcement any termination of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAgreement.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender in connection with the preparation, execution and delivery Agent (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of this Agreement, the Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) 180-Day Credit Agreement all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of outside staff counsel), ) incurred by the Lender Agent and each Bank in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank’s pro rata share (based upon its respective Percentage, determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Agent and the Banks harmless from all liability for, any stamp or other agreements Taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes (if any) or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder after or in connection herewith. All obligations provided for in this Section 13.5 shall survive repayment of the occurrence Loans, cancellation of an Event the Notes or any termination of Terminationthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights By way of indemnification under Article VIII hereofclarification, and not of limitation, of Sections 1.7 or 3.1, the Borrower agrees to Seller shall pay to the Lender promptly after written Administrator, each Purchaser Agent and/or any Purchaser on demand thereof (i) all reasonable costs and out-of-pocket expenses incurred (excluding Taxes other than Other Taxes to the extent otherwise indemnified by other provisions of this Agreement) in connection with (i) the periodic auditing preparation, execution, delivery and administration (including amendments or waivers of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(cany provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Purchased Interest (or any portion thereof) from the Seller to the Purchasers hereunder, (iii) the perfection (and the agreed upon procedures reports contemplated by Section 5.05(econtinuation) of this Agreementthe Administrator’s rights in the Receivables, provided that Collections and other Pool Assets, (iv) the Borrower shall only be responsible for enforcement by the reasonable costs and expenses incurred in connection with one audit Administrator, any Purchaser Agent or any member of any Purchaser Group of the Borrowerobligations of the Seller, the Originator, and Servicer or the Servicer, in each case during Originators under the Transaction Documents or of any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the LenderObligor under a Receivable, and (iiv) all reasonable costs and expenses the maintenance by the Administrator of the Lender in connection with the preparationLock-Box Accounts (and any related lock-box or post office box), execution and delivery (including any requested amendmentsreasonable fees, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees costs and out-of- of-pocket expenses of special external legal counsel for the Lender with respect thereto Administrator and with respect the Purchaser Agents relating to any of the foregoing or to advising the Lender as to Administrator or any member of any Purchaser Group (including, any related Liquidity Provider or any other related Program Support Provider) about its rights and remedies under this Agreementany Transaction Document or any other document, agreement or instrument related thereto and the other agreements executed pursuant hereto and (iii) all reasonable costs and out-of-pocket expenses (including reasonable external; counsel fees and expenses expenses) of outside counsel), incurred by the Lender Administrator and any Purchaser Agent in connection with the enforcement or administration of the Transaction Documents or any amendment other document, agreement or instrument related thereto. The Seller shall reimburse the Administrator and each Purchaser Agent for the cost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer; provided, however, that unless a Termination Event shall exist, the Seller shall only be responsible for the cost of one periodic audit described above in any twelve month period. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Program Support Agreement on account of any Indemnified Tax. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable out-of-pocket costs and expenses incurred by such Conduit Purchaser in connection with the Facility Transaction Documents after or the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Terminationtransactions contemplated thereby.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereofgranted to the Backup Servicer, the Custodian, the Servicer, the Agent’s Bank, the Agent, the Lenders and the Indemnified Parties, the Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (iidocumented) all reasonable costs and expenses of the Lender Backup Servicer, the Custodian, the Servicer, the Agent’s Bank, the Lenders and the Agent incurred in connection with the preparation, execution execution, delivery, administration and delivery enforcement of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Backup Servicer, the Servicer, the Custodian, the Agent’s Bank, the Agent and the Lenders with respect thereto and with respect to advising the Backup Servicer, the Custodian, the Servicer, the Agent’s Bank, the Agent and the Lenders as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including any requested amendmentsreasonable counsel fees and expenses), waivers incurred by the Backup Servicer, the Custodian, the Servicer, the Agent’s Bank, the Agent or consents) the Lenders in connection with the enforcement of this Agreement and the other documents to be delivered hereunderhereunder or in connection with any Transaction Document. Notwithstanding anything to the contrary contained herein, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for parties agree that in no event shall the Lender with respect thereto and with respect Borrower be obligated to advising pay the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender more than one counsel in connection with any amendment to any respect of the Facility Documents after Lenders, which counsel shall be counsel for the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAgent.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to The Company shall pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit fees of the Borrower, the OriginatorPurchaser's counsel, and the Servicerall of its Counsel's out-of-pocket expenses, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable with respect to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement Agreement, the Notes, the Warrants and the other instruments and documents to be delivered hereunder. The Company shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Warrants and the other instruments and documents to be delivered hereunder or thereunder and agrees to save each of the Purchasers harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and filing fees. The Company also agrees to pay, on demand, all reasonable fees, costs and expenses (including, without limitation, all pre-closing due diligence expenses and the attorneys' reasonable fees and out-of- pocket expenses expenses) incurred or paid by the Purchasers in connection with (i) the necessary amendment or modification of special counsel for this Agreement, the Lender with respect thereto Notes, the Warrants or any other documents or instruments executed and with respect to advising delivered herewith, (ii) the Lender as to its enforcement of the Purchasers' rights and remedies under this Agreement, the Notes, the Warrants or any other documents or instruments executed and the other agreements executed pursuant hereto and delivered herewith; (iii) all costs the administration, supervision, protection of or realization on any collateral held as security for the Company's payment and out-of-pocket expenses performance obligations; or (including fees and expenses iv) the defense of outside counsel), incurred by any action against the Lender Purchasers with respect to the Purchasers' rights or remedies in connection with any amendment to respect of any of the Facility Documents after transactions contemplated herein; and all of the date hereof foregoing fees, costs and expenses may be paid by each Purchaser, acting in its sole discretion, and added to the enforcement of this Agreement and amounts outstanding on the Notes, in each case, whether or not any suit or other agreements and documents to be delivered hereunder after the occurrence of an Event of Terminationlegal proceedings are commenced or pending.

Costs, Expenses and Taxes. Lessee covenants and agrees with the Lessor that Xxxxxx shall pay, throughout the Term, all taxes, assessments, water and sewer rents, rates and charges, excises, levies, licenses and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, imposed by any governmental authority, which at any time during the Term of this Lease may be assessed, levied, imposed upon or arise or become due and payable out of or in respect of, or become a lien on, the Premises, or any part thereof or any appurtenance thereto, (a) In addition hereinafter referred to collectively as “Impositions”). All Impositions shall be paid directly to the rights taxing authority before any fine, penalty, interest, or cost may be added thereto, or become due or be imposed by operation of indemnification under Article VIII hereoflaw for the nonpayment thereof. If Lessee desires to contest the amount or validity of any Impositions, the Borrower agrees Lessee may do so without being in default hereunder as to Xxxxxx’s obligations to pay Impositions, provided Xxxxxx gives the Lessor notice of Xxxxxx’s intention to do so and furnishes the Lessor with a bond acceptable in form to the Lender promptly after written demand thereof (i) all reasonable costs Lessor made by a surety company qualified to do business in Xxxx County, Florida and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the LenderLessor, or pays cash to a recognized escrow agent in the amount of one and one-half (1.5) times the amount of the Impositions intended to be contested, conditioned to any such tax or tax items when the validity thereof shall have been determined, and (ii) which written notice and bond or equivalent security shall be given by Lessee to the Lessor, not later than a day which is 15 days before the Impositions proposed to be contested would otherwise become delinquent. Lessee shall also pay directly to the proper authorities charged with the collection thereof all reasonable costs charges for water, sewer, gas, electricity, telephone and expenses other utilities or services used or consumed on the Premises, whether called charge, tax, assessment, fee or otherwise, all such charges to be paid as the same from time to time become due. In the event that Lessee shall fail, refuse, or neglect to either make any or either of the Lender payments in connection with this paragraph required, or to contest the preparationpayment of any such amounts as permitted in this paragraph, execution and delivery then the Lessor (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender limitation as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents Lessor’s other remedies hereunder) may, at its option, after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Termination.having given Lessee not less than ten

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender Agents and the Lead Arranger (including the reasonable fees and charges of counsel for the Agents and the Lead Arranger and of local counsel, if any, who may be retained by said counsel) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendments, supplements or waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementany Loan Documents), and the other agreements executed pursuant hereto and (iii) all costs and reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees, court costs and other legal expenses and allocated costs of staff counsel) incurred by either Agent and each Bank in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents. In addition, the Company agrees to pay, and to save the Agents, the Lead Arranger and the Banks harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Company's auditors and, if an Event of Default or Unmatured Event of Default exists, any costs and expenses of outside counsel), incurred by the Lender either Agent or any Bank in connection with any amendment reasonable exercise by either Agent or any Bank of its rights pursuant to any Section 10.2. All obligations provided for in this Section 14.6 shall survive repayment of the Facility Documents after Loans, cancellation of the date hereof Notes, cancellation or expiration of the Letters of Credit and the enforcement any termination of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAgreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article VIII hereofSection 17.1, the Borrower or TPVC on behalf of the Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Facility Agent in connection with the preparation, execution execution, delivery, syndication and delivery (including administration of this Agreement, any requested Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVC and the Facility Agent and the Borrower or TPVC on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consentsconsents executed in connection with provided that (i) of this Agreement and nothing herein shall relieve a Lender from any liability it might have to the Borrower or to the other documents Lenders for its failure to be delivered hereundermake any Advance, including(ii) prior to any such replacement, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the such Lender with respect thereto and with respect to advising the Lender shall have taken no action under Section 5.1 so as to its rights and remedies under this Agreementfully eliminate the continued need for payment of amounts owing pursuant to Section 5.1, and the other agreements executed pursuant hereto and if applicable, (iii) the replacement financial institution shall purchase, at par, all costs Advances and out-of-pocket expenses other amounts owing to such replaced Lender on or prior to the date of replacement and reallocation of such Advances between the replacement financial institution and such replaced Lender shall be made in accordance with Section 16.10, (including fees and expenses of outside counsel)iv) the replacement financial institution, incurred by the Lender in connection with any amendment if not already a Lender, shall be reasonably satisfactory to any of the Facility Documents after Agent, (v) the date hereof replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 16.5, (vi) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) for Increased Costs or Taxes, as the case may be and the enforcement of this Agreement and the other agreements and documents (vii) any such replacement shall not be deemed to be delivered hereunder after a waiver of any rights that the occurrence of an Event of TerminationBorrower, the Facility Agent or any other Lender shall have against the replaced Lender.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees The Borrowers jointly and severally agree to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender Agent and the Arranger (including Attorney Costs) in connection with the preparation, negotiation, execution, closing, delivery and ongoing administration of this Agreement (other than fees and disbursements of internal legal counsel of the Agent and the Arranger in connection with the preparation, negotiation, execution and delivery closing of this Agreement), the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendmentsamendment, waivers supplement or consents) of this Agreement and the other documents waiver to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementany Loan Documents), and the other agreements executed pursuant hereto and (iii) all costs and reasonable out-of-pocket costs and expenses (including fees and expenses of outside counsel), Attorney Costs) incurred by the Lender Agent and each Bank after an Event of Default in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement Agreement, the other Loan Documents or any such other documents. In addition, the Borrowers jointly and severally agree to pay, and to save the Agent, the Arranger and the Banks harmless from all liability for, any stamp or other agreements taxes (including financial institutions duty and documents debits tax on credits and debits to bank and other accounts in Australia) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, any payments made to or from any account in Australia hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder after or in connection herewith. All obligations provided for in this SECTION 15.6 shall survive the occurrence expiration or termination of an Event the Commitments, the repayment of Terminationthe Loans and all other obligations of the Borrowers hereunder, the expiration or termination of the Letters of Credit and the termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs out-of-pocket fees and expenses incurred of Lender (including, but not limited to, UCC Filing and Search Fees and fees and expenses of outside counsel to Lender and paralegals) in connection with the periodic auditing field audits and the enforcement of the Borrower Documents and the Servicer pursuant Loans; provided, however, that (A) so long as no Event of Default shall have occurred or will occur with the giving of notice, the passage of time, or both, the quarterly field audit fees and costs to be paid by Borrower shall not exceed $1000.00 per day, $5000.00 per audit and an aggregate of $20,000.00 annually; and (B) if prior to conducting an audit Lender eliminates all [REDACTED], then no payment shall be due by Borrower for audit fees relating to such audit; provided, further, that if any [REDACTED] is reinstated, then audit fees shall be due and owing by Borrower for any audit conducted by Lender following such reinstatement. In addition, Borrower shall pay any and all stamp, transfer and other taxes payable or determined to be payable in connection with the execution and delivery of the Documents and agrees to hold the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the foregoing is brought against Lender, Borrower, to the extent and in the manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender (Xxxx Xxxx Xxxx & Freidenrich LLP is hereby approved). If Borrower shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Borrower contained in this Agreement shall be breached, Lender may, in its sole and arbitrary discretion, after 10 days written notice is sent to Borrower, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lender by Borrower immediately upon the Lender’s demand therefor, with interest at a rate equal to the highest interest rate set forth in this Agreement in effect from time to time during the period from and including the date funds are so expended by Lender to the date of repayment, and any such amounts due and owing Lender shall be deemed to be part of the Liabilities secured hereunder. The obligations of Borrower under this Section 5.01(c) or 5.04(c) shall survive the termination of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit discharge of the Borrower, other obligations of Borrower under the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationDocuments. SECTION 9.5.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower Dealer agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs fees and expenses incurred of counsel to CPC and paralegals) in connection with the periodic auditing enforcement of the Borrower Documents and the Servicer pursuant Loans, including, but not limited to (a) reasonable attorney fees and costs incurred upon an Automatic Default, and (b) CPC’s standard wire transfer and check return fees, all as may be established and changed by CPC from time to time. Without limitation of the foregoing, Dealer acknowledges and agrees that CPC’s field audit and out of pocket expenses relating to field audits shall be charged to Dealer. In addition, Dealer shall pay any and all stamp, transfer and other taxes payable or determined to be payable in connection with the execution and delivery of the Documents and agrees to hold CPC harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the foregoing is brought against CPC, Dealer, to the extent and in the manner directed by CPC, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by CPC. If Dealer shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Dealer contained in this Agreement shall be breached, CPC may, in its sole and absolute discretion, after 10 days written notice having been sent to Dealer, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; any and all amounts so expended by CPC shall be repayable to CPC by Dealer immediately upon CPC’s demand therefore, with interest at a rate equal to the highest interest rate set forth in this Agreement in effect from time to time during the period from and including the date funds are so expended by CPC to the date of repayment, and any such amounts due and owing CPC shall be deemed to be part of the Indebtedness secured hereunder. The obligations of Dealer under this Section 5.01(c) or 5.04(c) shall survive the termination of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit discharge of the Borrower, other obligations of Dealer under the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationDocuments.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower and each Guarantor agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Bank in connection with the preparation, execution execution, delivery and delivery (including any requested amendments, waivers or consents) administration of this Agreement Agreement, the Note, the Letters of Credit, the Import Letters of Credit, the Bankers Acceptances and the any other documents to be delivered hereunderLoan Documents, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender Bank with respect thereto and with respect to advising the Lender Bank as to its rights and remedies responsibilities under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses expenses, if any (including reasonable counsel fees and expenses of outside counselexpenses), incurred by of the Lender Bank in connection with the enforcement of this Agreement, the Note, the Letters of Credit, the Import Letters of Credit, the Bankers Acceptances and any amendment to other Loan Documents. The Borrower and Guarantors shall at all times protect, indemnify, defend and save harmless the Bank from and against any and all claims, actions, suits and other legal proceedings, and liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements which the Bank may, at any time, sustain or incur by reason of or in consequence of or arising out of the Facility Documents after the date hereof execution and the enforcement delivery of this Agreement and the consummation of the transactions contemplated hereby. The Borrower and each Guarantor acknowledges that it is the intention of the parties hereto that this Agreement shall be construed and applied to protect and indemnify the Bank against any and all risks involved in the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, all of which risks are hereby assumed by the Borrower and Guarantors, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority, provided that the Borrower and Guarantors shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Bank's gross negligence or willful misconduct. The provisions of this Section 7.04 shall survive the payment of the Note and all other agreements obligations hereunder and documents to be delivered hereunder after the occurrence termination of an Event of Terminationthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower Xxxxxxxx agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Xxxxxx in connection with the preparation, execution execution, delivery, filing, and delivery (including administration of the Loan Documents, and of any requested amendmentsamendment, waivers modification, or consents) supplement to the Loan Documents, including, without limitation, the reasonable fees and out‑of‑pocket expenses of this Agreement counsel for Lender incurred in connection with advising Xxxxxx as to its rights and responsibilities hereunder. In addition, Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, and recording of any of the Loan Documents and the other documents to be delivered hereunderunder any such Loan Documents, includingand agrees to hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. This provision shall survive termination of this Agreement. Xxxxxxxx also agrees to pay all such costs and expenses, without limitationincluding court costs, all pre-closing due diligence expenses incurred in connection with enforcement of the Loan Documents, or any amendment, modification, or supplement thereto, whether by negotiation, legal proceedings, or otherwise. If at any time or times hereafter Lender employs counsel to advise or provide other representation with respect to this Agreement, any Loan Document, or any other agreement, document or instrument heretofore, now or hereafter executed by Xxxxxxxx and the reasonable fees and out-of- pocket expenses of special counsel for the delivered to Lender with respect thereto and to the Loan Obligations, or to commence, defend or intervene, file a petition, complaint, answer, motion or other pleadings or to take any other action in or with respect to advising the Lender as any pending, threatened or anticipated suit or proceeding relating to its rights and remedies under this Agreement, any Loan Document, or any other agreement, instrument or document heretofore, now or hereafter executed by Xxxxxxxx and delivered to Lender with respect to the Loan Obligations, or to represent Lender in any litigation with respect to the affairs of Borrower, or to enforce any rights of Lender or obligations of Borrower, which may be obligated to Lender by virtue of this Agreement, any Loan Document, or any other agreements executed pursuant hereto agreement, document or instrument heretofore, now or hereafter delivered to Lender by or for the benefit of Borrower with respect to the Loan Obligations, or to collect from Borrower any amounts owing hereunder, then in any such event, all reasonable attorneys’ fees incurred by Lender arising from such services and (iii) all any expenses, costs and out-of-pocket expenses (including fees charges relating thereto shall constitute additional obligations of Borrower payable on demand and, until so paid, shall be added to and expenses of outside counsel), incurred by the Lender in connection with any amendment to any become part of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationLoan Obligations.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees The Borrowers agree to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender Agents (including the reasonable fees and out-of-pocket charges of counsel for the Agents and of local counsel, if any, who may be retained by said counsel) in connection with the preparation, execution execution, syndication and delivery (including any requested amendments, waivers or consents) of this Agreement and Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder, including, without limitation, hereunder or in connection herewith. The Borrowers further agree to pay on demand all prereasonable out-closing due diligence of-pocket costs and expenses and of each of the Agents (including the reasonable fees and out-of- of-pocket expenses charges of special counsel for the Agents, of local counsel, if any, who may be retained by said counsel and court costs and other legal expenses and allocated costs of staff counsel) (a) in connection with the preparation, execution, delivery and administration of any amendments, supplements or waivers to this Agreement or any other Loan Document and (b) incurred by the Agents and each Lender after an Event of Default in connection with respect thereto and with respect to advising the Lender as to its rights and remedies under enforcement of this Agreement, and the other agreements executed pursuant hereto and Loan Documents or any such other documents. Each Lender agrees to reimburse each of the Agents for such Lender's pro rata share (iiibased on its Percentage) all of any such costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred the Agents not paid by the Lender Borrowers. In addition, the Borrowers agree to pay, and to save the Agents and the Lenders harmless from all liability for, (x) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) that may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (y) any fees of the Borrowers' auditors in connection with any amendment to any reasonable exercise by each of the Facility Documents after the date hereof Agents and the enforcement Lenders of their rights pursuant to Section 10.2. All obligations provided for in this Section 15.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and any termination of this Agreement Agreement. All obligations provided for in this Section 15.5 shall remain operative and in full force and effect regardless of the other agreements consummation of the transactions contemplated hereby, the repayment of any Loans, the expiration of the Commitments, cancellation of the Notes, the expiration or termination of the Letters of Credit, any foreclosure under, or any modification, release or discharge of any or all of the Collateral Documents and documents to be delivered hereunder after the occurrence any termination of an Event of Terminationthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay pay, or cause to be paid (A) subject to the Lender promptly after written demand thereof (i) terms of the Fee Letter on the Effective Date and on such later date or dates on which the Primary Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses incurred of the Primary Liquidity Provider in connection with the periodic auditing of the Borrower preparation, negotiation, execution, delivery, filing and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) recording of this Agreement, provided that the Borrower shall only any other Operative Agreement and any other documents which may be responsible for the reasonable costs and expenses incurred delivered in connection with one audit of the Borrowerthis Agreement, including, without limitation, the Originator, reasonable fees and expenses of outside counsel for the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing Primary Liquidity Provider and (yB) the results of the previous audits were complete and reasonably acceptable to the Lenderon demand, and (ii) all reasonable costs and expenses of the Lender Primary Liquidity Provider (including reasonable counsel fees and expenses) in connection with the preparation, execution and delivery (including any requested amendments, waivers or consentsi) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Primary Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class C Primary Cash Collateral Account. In addition, the Borrower shall pay any and the all recording, stamp and other agreements similar taxes and documents fees payable or determined to be delivered hereunder after payable in connection with the occurrence execution, delivery, filing and recording of an Event of Terminationthis Agreement, any other Operative Agreement and such other documents in connection with this Agreement, and agrees to hold the Primary Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable documented out-of-pocket costs and expenses of the Lender Administrative Agent and the Lead Arrangers (including the reasonable and documented fees and charges of counsel for the Administrative Agent and the Lead Arrangers and of local counsel, if any, who may be retained by such counsel) in connection with the preparation, execution and delivery of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendments, supplements or waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementany Loan Documents), and the other agreements executed pursuant hereto all reasonable and (iii) all costs and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, court costs and other legal expenses) incurred by the Administrative Agent and each Bank in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents during the existence of any Event of Default or Unmatured Event of Default. In addition, the Company agrees to pay, and to save the Administrative Agent, the Lead Arrangers and the Banks harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Company’s auditors and, if an Event of Default or Unmatured Event of Default exists, any costs and expenses of outside counsel), incurred by the Lender Administrative Agent or any Bank in connection with any amendment reasonable exercise by the Administrative Agent or any Bank of its rights pursuant to any Section 10.2. All obligations provided for in this Section 14.5 shall survive repayment of the Facility Documents after Loans, cancellation of the date hereof Notes, cancellation or expiration of the Letters of Credit and the enforcement any termination of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAgreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees The Borrowers agree to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of Agent-Related Persons (including the Lender reasonable accounting fees, appraisal fees and fees and charges of counsel for the Agent-Related Persons and of local counsel, if any, who may be retained by said counsel) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement (which fees shall be deemed paid in full upon receipt by Key of $70,000.00), the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendments, supplements or waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementany Loan Documents), and the other agreements executed pursuant hereto and (iii) all costs and reasonable out-of-pocket costs and expenses (including reasonable accounting fees, appraisal fees and attorneys' fees, court costs and other legal expenses and allocated costs of staff counsel) incurred by the Agent-Related Persons and each Bank after an Event of Default in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents, except as otherwise determined by a court of competent jurisdiction. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based on its respective Percentage) of any such costs and expenses of outside counsel), incurred the Agent not paid by the Lender Borrowers. In addition, the Borrowers agree to pay, and to save the Agent and the Banks harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Borrowers' auditors in connection with any amendment reasonable exercise by the Agent and the Banks of their rights pursuant to any Section 10.2. All obligations provided for in this Section 14.6 shall survive repayment of the Facility Documents after Loans, cancellation of the date hereof Notes and the enforcement any termination of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAgreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) immediately when due all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution execution, delivery, filing, recording, and delivery (including any requested amendments, waivers administration and enforcement of or consents) monitoring of compliance with this Reimbursement Agreement and the Related Documents and any other documents to which may be delivered hereunderin connection with this Reimbursement Agreement or the transactions contemplated hereby, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- of-pocket expenses of special the Bank and of counsel and any agents or consultants for the Lender Bank, with respect thereto and with respect to advising the Lender Bank as to its rights and remedies responsibilities under this Reimbursement Agreement, and the other agreements executed pursuant hereto and (iii) all reasonable costs and out-of-pocket expenses (including counsel fees and expenses expenses) in connection with (i) the preparation and enforcement of outside counsel)this Reimbursement Agreement, the Related Documents and such other documents which may be delivered in connection herewith or therewith or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Bank from paying any amount under the Letter of Credit; provided, however, in the event of a lawsuit between the parties hereto, the prevailing party is entitled to recover costs and reasonable counsel fees incurred in connection with the lawsuit, as determined by the Court. In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, the Bank is entitled to recover costs and reasonable counsel fees incurred by the Lender Bank related to the preservation, protection, or enforcement of any rights of the Bank in such case. As used in this section, “counsel fees” includes allocated costs of the Bank’s in-house counsel. In addition, the Borrower shall pay any and all stamps and other taxes and fees payable or determined to be payable in connection with any amendment to any of the Facility Documents after the date hereof execution, delivery, filing and the enforcement recording of this Agreement Reimbursement Agreement, the Related Documents and such other documents, and agrees to save the other agreements Bank harmless from and documents against any and all liabilities with respect to be delivered hereunder after the occurrence of an Event of Terminationor resulting from any delay in paying or omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers delivery, filing, recording, administration, modification, amendment or consents) waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- of-pocket expenses of special counsel for the Lender Administrative Agent, the Green Loan Structuring Agent, and the Paying Agent with respect thereto and with respect to advising the Lender as to its rights and remedies under this AgreementAdministrative Agent, the Green Loan Structuring Agent, and the Paying Agent as to their respective rights and responsibilities under this Agreement and the other agreements executed pursuant hereto and (iii) Transaction Documents. The Borrower further agrees to pay on demand all costs and documented out-of-pocket expenses costs and expenses, if any (including reasonable and documented counsel fees and expenses of outside counsel), incurred by the Lender expenses) (A) in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Loan Notes and the other agreements and documents to be delivered hereunder and (B) incurred by the Administrative Agent or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of their assets, as well as certain matters related thereto. The reasonable and documented out-of-pocket fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Green Loan Structuring Agent, the Paying Agent and each Lender [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes. Notwithstanding anything to the contrary set forth in this Section 10.6, the Borrower shall not be required to pay the costs or expenses of the Lenders following an Event of Default if such costs or expenses are related to disputes among the Lenders.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreementout-of-pocket fees, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Administrative Agent and PrivateBank (including Attorney Costs and, if required hereunder, any Taxes, (without, however, duplication of the Company’s obligations under Section 7.6 hereof)) in connection with the preparation, execution execution, syndication, delivery and delivery administration (including perfection and protection of any of the Collateral and Real Estate Collateral and the costs of any E-System (or other similar service), if applicable) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendmentsamendment, waivers supplement or consentswaiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and all reasonable out-of-pocket fees, costs and expenses (including Attorney Costs and, if required hereunder, any Taxes, (without, however, duplication of the Company’s obligations under Section 7.6 hereof)) incurred by the Administrative Agent from and after an Event of Default and during the continuance thereof in connection with the collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof or any exercise of any rights or remedies hereunder or under the other Loan Documents. In addition, the Company agrees to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, any fees of the Company’s auditors or examiners in connection with any exercise by the Administrative Agent and the Lenders of their rights pursuant to Section 10.2. All Obligations provided for in this Section 15.5 shall survive repayment of the Loans, cancellation of the Notes, and termination of this Agreement. Notwithstanding anything to the contrary herein, legal fees pursuant to this Agreement and the other documents Loan Documents shall be limited to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees fees, costs, expenses, charges and out-of- pocket expenses disbursements of special one counsel for the Lender with respect thereto Administrative Agent and with respect to advising the Lender for all Lenders, collectively, and, if reasonably necessary or advisable as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred determined by the Lender Administrative Agent, the reasonable fees, costs, expenses, charges and disbursements of one local counsel per jurisdiction, provided, however, in connection with the event of any amendment to actual or perceived conflict of interest among or between any or all of the Facility Documents after Lenders and/or the date hereof Administrative Agent, as reasonably determined by the Administrative Agent, then the Loan Parties shall be liable for the fees, costs, expenses, charges and the enforcement of this Agreement and the other agreements and documents disbursements related to be delivered hereunder after the occurrence of an Event of Terminationone additional counsel in each relevant jurisdiction for each Lender affected by such conflict.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution execution, delivery and delivery (including any requested amendments, waivers or consents) administration of this Agreement Agreement, the Note and the any other documents to be delivered hereunderLoan Documents, including, including without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies responsibilities under this Agreement and the other Loan Documents, and all costs and expenses, if any (including reasonable counsel fees and expenses), in connection with the enforcement of this Agreement, the Note and any other Loan Documents. Other than for the default of the Lender hereunder, the Borrower and the other agreements executed pursuant hereto Guarantors shall at all times protect, indemnify, defend and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by save harmless the Lender from and against any and all claims, actions, suits and other legal proceedings, and liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements which the Lender may, at any time, sustain or incur by reason of or in connection with any amendment to any consequence of or arising out of the Facility Documents after the date hereof execution and the enforcement delivery of this Agreement and the other agreements Loan Documents and documents the consummation of the transactions contemplated hereby. The Borrower and the Guarantors acknowledge that it is the intention of the parties hereto that this Agreement shall be construed and applied to protect and indemnify the Lender against any and all risks involved in the execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, all of which risks are hereby assumed by the Borrower and the Guarantors, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority, provided that the Borrower and the Guarantors shall not be delivered hereunder after liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the occurrence Lender's gross negligence or willful misconduct. The provisions of an Event this Section 7.04 shall survive the payment of Terminationthe Note and the termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article VIII IX hereof, the Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Managing Agents and the other Secured Parties incurred in connection with the on-site due diligence (including travel related expenses) or with the preparation, negotiation, execution, delivery, administration (including periodic auditing of the Borrower auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the Servicer pursuant other documents to Section 5.01(c) be delivered hereunder or 5.04(c) in connection herewith, including, without limitation, the costs, fees and expenses of any third-party auditor engaged under the terms of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) reasonable fees and out-of-pocket expenses of this Agreement, provided that the Borrower shall only be responsible counsel for the reasonable Administrative Agent, the Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses expenses, if any (including reasonable counsel fees and expenses), incurred in connection with one audit of by the BorrowerAdministrative Agent, the Originator, and Managing Agents or the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender other Secured Parties in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) enforcement of this Agreement and the other documents to be delivered hereunderhereunder or in connection herewith. (b) The Borrower shall pay on demand any and all stamp, includingsales, without limitationexcise and other taxes and fees payable or determined to be payable in connection with the execution, all pre-closing due diligence expenses delivery, filing and the reasonable fees and out-of- pocket expenses recording of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel)documents to be delivered hereunder or any agreement or other document providing liquidity support, incurred by credit enhancement or other similar support to the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and or the other agreements and documents to be delivered hereunder after the occurrence funding or maintenance of an Event of TerminationAdvances hereunder.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable documented out-of-pocket costs and expenses of the Lender Administrative Agent and the Lead Arranger (including the reasonable and documented fees and charges of counsel for the Administrative Agent and the Lead Arranger and of local counsel, if any, who may be retained by such counsel) in connection with the preparation, execution and delivery of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendments, supplements or waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementany Loan Documents), and the other agreements executed pursuant hereto all reasonable and (iii) all costs and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, court costs and other legal expenses) incurred by the Administrative Agent and each Bank in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents during the existence of any Event of Default or Unmatured Event of Default. In addition, the Company agrees to pay, and to save the Administrative Agent, the Lead Arranger and the Banks harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Company’s auditors and, if an Event of Default or Unmatured Event of Default exists, any costs and expenses of outside counsel), incurred by the Lender Administrative Agent or any Bank in connection with any amendment reasonable exercise by the Administrative Agent or any Bank of its rights pursuant to any Section 10.2. All obligations provided for in this Section 14.6 shall survive repayment of the Facility Documents after Loans, cancellation of the date hereof Notes, cancellation or expiration of the Letters of Credit and the enforcement any termination of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAgreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the The Borrower and the Servicer pursuant other Credit Parties agree to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning pay on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) demand all reasonable costs and expenses of the Lender in connection with the negotiation, preparation, execution, and delivery of this Agreement, the other Loan Documents and the other documents and Instruments to be delivered hereunder, including, without limitation the reasonable fees and expenses of all legal counsel and independent consultants to the Lender and all other out-of-pocket expenses of the Lender up to US$100,000. The Borrower and the other Credit Parties agree to pay on demand all actual, out of pocket reasonable costs and expenses of the Lender in connection with the administration of this Agreement and the other Loan Documents, including the reasonable costs and expenses incurred by the Lender in connection with one (1) annual site visit by the Lender to the Projects per year, and all reasonable costs and expenses, if any, in connection with the protection of the Lender’s rights with respect to and the enforcement of this Agreement, the other Loan Documents and the other documents to be delivered hereunder (whether incurred before, during or after commencement of any bankruptcy, reorganization or insolvency actions pertaining to a Credit Party). All such expenses will be itemized in reasonable detail. In addition, the Borrower and the other Credit Parties agree to pay any and all stamp, mortgage recording and other Taxes, filing fees, duties or charges payable or determined to be payable in connection with the execution and delivery (including any requested amendments, waivers or consents) of this Agreement Agreement, the other Loan Documents and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees Borrower and out-of- pocket expenses of special counsel for the other Credit Parties agree to indemnify and save the Lender with respect thereto harmless from and against any and all liabilities with respect to advising the Lender as or resulting from any delay in paying or omission to its rights and remedies under this Agreementpay such Taxes, filing fees or charges. The Borrower and the other agreements executed pursuant hereto Credit Parties acknowledge that they shall pay all aforementioned costs, expenses and (iii) all costs and out-of-pocket expenses (including fees and expenses taxes regardless of outside counsel), incurred by the Lender in connection with whether any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationLoan is advanced.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Agent and all Related Expenses, including, but not limited to (a) syndication, travel and out-of-pocket reasonable expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, execution negotiation and delivery (including any requested amendmentsclosing of the Loan Documents and the administration of the Loan Documents, waivers or consents) the collection and disbursement of this Agreement all funds hereunder and the other instruments and documents to be delivered hereunder, including(b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, without limitation, all pre-closing due diligence expenses and (c) the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expenses (including Related Expenses) of Agent and the Lenders, including reasonable attorneys’ fees and expenses of outside counsel)expenses, incurred by the Lender in connection with any amendment to any the restructuring or enforcement of the Facility Documents after the date hereof and the enforcement of Obligations, this Agreement or any Related Writing. In addition, Borrower shall pay any and all stamp, transfer, documentary and other taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other agreements instruments and documents to be delivered hereunder after hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or failure to pay such taxes or fees, other than those liabilities resulting from the occurrence gross negligence or willful misconduct of an Event Agent, or, with respect to amounts owing to a Lender, such Lender, in each case as determined by a court of Terminationcompetent jurisdiction. All obligations provided for in this Section 11.5 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to not later than 30 days after demand therefor, whether or not the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports transactions contemplated by Section 5.05(e) of this Agreementherein are consummated, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Administrating Bank, each other Agent and the Funding Bank in connection with the preparation, execution negotiation, syndication, execution, delivery, filing and delivery (including any requested amendments, waivers or consents) administration of this Agreement and the any other documents to which may be delivered hereunderin connection with this Agreement, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- of-pocket expenses of special counsel for the Lender Administrating Bank and the Funding Bank with respect thereto and with respect to advising the Lender Administrating Bank and the Funding Bank as to its their rights and remedies responsibilities under this AgreementAgreement and the Collateral Agreements, and the other agreements executed pursuant hereto and (iii) to pay all costs and out-of-pocket expenses (including reasonable counsel fees and expenses of outside counsel), that may be incurred by the Lender Administrating Bank and each of the Banks in connection with any Reimbursement Event of Default or Prepayment Event or any waiver or amendment to any of the Facility Documents after the date hereof and of, or the enforcement of, this Agreement and such other documents which may be delivered in connection with this Agreement. In addition, the Company agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents and agrees to hold the Administrating Bank and the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees; provided that the Administrating Bank and the Banks agree promptly to notify the Company of any such taxes and fees which are incurred by the Administrating Bank or such Bank (as the case may be). Without prejudice to the survival of any other agreements obligation of the Company hereunder, the obligations of the Company contained in this Section 21 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and documents to be delivered hereunder after the occurrence termination of an Event the Letters of TerminationCredit and this Agreement.

Costs, Expenses and Taxes. Borrower shall pay within five (a5) In addition to the rights of indemnification under Article VIII hereof------------------------- Banking Days after demand, accompanied by an invoice therefor, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents and any amendment thereto or waiver thereof. Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization of Borrower --------- or any requested amendmentsof its Subsidiaries) and enforcement or attempted enforcement of the Loan Documents, waivers or consents) of this Agreement and the any matter related thereto. The foregoing costs and expenses shall include any applicable filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other documents to be delivered hereunder, including, without limitation, all preout-closing due diligence of-pocket expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of any legal counsel (including fees reasonably --------- allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses of outside counsel), are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any amendment to bankruptcy or insolvency proceedings of any of Borrower or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part --------- by a Lender's overall net income imposed on it by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" or (ii) any withholding taxes or other taxes based on gross income imposed by the Facility Documents after United States of America for any period with respect to which it has failed to provide Borrower with the date hereof appropriate form or forms required by Section 11.21, to the ----- extent such forms are then required by applicable Laws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the enforcement filing or recording of this Agreement and the Agreement, any other agreements and documents Loan Document or any other instrument or writing to be delivered hereunder after or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the occurrence terms set forth in 11.11 the Administrative Agent ----- and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of an Event them may suffer or incur by reason of Terminationthe failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand ---- for payment at the Default Rate.

Costs, Expenses and Taxes. (a) In addition Notwithstanding anything to the rights of indemnification under Article VIII hereofcontrary provided herein or elsewhere, the Borrower agrees to pay to (A) on the Lender promptly after written demand thereof Closing Date all of the Lender’s Expenses; and (iB) following the Closing Date, all reasonable costs fees and expenses incurred by the Lender (including, but not limited to, outside counsel to the Lenders) in connection with the periodic auditing administration and enforcement of the Borrower Documents, the Collateral and/or and the Servicer pursuant Loan. Without limitation, Borrower acknowledges and agrees that the Lender’s field audit and appraisal fees shall be charged to Borrower. In addition, Borrower shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of the Documents agrees to hold the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the foregoing is brought against the Lender, Borrower, to the extent and in the manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender. If Borrower shall fail to do any act or thing which each has covenanted and/or agreed to do under this Agreement and/or any other Document or any representation or warranty on the part of Borrower contained in this Agreement and/or any other Document shall be breached, the Lender may, in its sole and absolute discretion, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lenders by Borrower immediately upon each Lender’s demand therefor, with interest at a rate equal to sixteen (16%) percent during the period from and including the date funds are so expended by the Lender to the date of repayment in full, and any such amounts due and owing to the Lender shall be deemed to be part of the Liabilities secured hereunder and under the other Documents. The obligations of Borrower under this Section 5.01(c) or 5.04(c) 9.4 shall survive the termination of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit discharge of the Borrower, other obligations of Borrower under the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationDocuments.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers delivery, filing, recording, administration, modification, amendment or consents) waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (of counsel for the Administrative Agent, the Collateral Agent and the Paying Agent with respect thereto and including any costs incurred by a Conduit Lender related to its Commercial Paper rating agency; provided, that the Administrative Agent shall promptly consult with Borrower in the event the fees and out-of-pocket expenses of outside counsel), counsel for the Administrative Agent and the Collateral Agent incurred by the Lender in connection with the addition of (i) any amendment Target Qualifying Tax Equity Fund exceed or are anticipated to exceed $25,000 or (ii) any of the Facility Documents after the date hereof Target Wholly-Owned Subsidiary exceed or are anticipated to exceed $5,000. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Loan Notes and the other agreements and documents to be delivered hereunder and (B) incurred by the Administrative Agent or the Collateral Agent in connection with the transactions described herein and in the other Transaction Documents (including any increase pursuant to Section 2.6), or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after the occurrence of an Event of Termination.Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers delivery, filing, recording, administration, modification, amendment or consents) waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- of-pocket expenses of special counsel for the Administrative Agent, any Lender and the Paying Agent with respect thereto and with respect to advising the Administrative Agent, such Lender and the Paying Agent as to its their respective rights and remedies responsibilities under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Notes and the other documents to be delivered hereunder and (B) incurred by the Administrative Agent, any Lender or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of their assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes. Notwithstanding anything to the contrary set forth in this Section 10.6, the Borrower shall not be required to pay the costs or expenses of the Lenders following an Event of Default if such costs or expenses are related to disputes among the Lenders.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender in connection with the preparation, execution and delivery Agent (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of this Agreement, the Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses and allocated costs of outside staff counsel), ) incurred by the Lender Agent and each Bank in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based upon its respective Percentage) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and Credit Agreement to hold the Agent and the Banks harmless from all liability for, any stamp or other agreements Taxes which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder after or in connection herewith. All obligations provided for in this Section 13.5 shall survive repayment of the occurrence Loans, cancellation of an Event the Notes or any termination of Terminationthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay pay, or cause to be paid (A) on the Lender promptly after written demand thereof (i) Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement(including, provided that the Borrower shall only be responsible for without limitation, the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs fees and expenses of outside counsel for the Lender Liquidity Provider) of the Liquidity Provider in connection with the preparation, execution negotiation, execution, delivery, filing and delivery (including recording of this Agreement, any requested amendments, waivers or consents) of other Operative Agreement and any other documents which may be delivered in connection with this Agreement and the other documents to be delivered hereunder, including, without limitation(B) on demand, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including reasonable counsel fees and expenses expenses) of outside counsel), incurred by the Lender Liquidity Provider in connection with any amendment to any of the Facility Documents after the date hereof and (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) other than amendments requested by the Liquidity Provider or a transfer made by the Liquidity Provider either voluntarily or as a result of the mitigation provisions of Article III or a Non-Extension Drawing or a Downgrade Drawing or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class G Cash Collateral Accounts. In addition, the Borrower shall pay any and the all recording, stamp and other agreements similar taxes and documents fees payable or determined to be delivered hereunder after payable in connection with the occurrence execution, delivery, filing and recording of an Event this Agreement, any other Operative Agreement and such other documents, other than amendments requested by the Liquidity Provider or a transfer made by the Liquidity Provider either voluntarily or as a result of Terminationthe mitigation provisions of Article III or a Non-Extension Drawing or a Downgrade Drawing, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees.

Costs, Expenses and Taxes. The Company agrees to pay on demand (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender in connection with the preparation, execution and delivery Agent (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of counsel for the Agent (and of local counsel, if any, who may be retained by said counsel)), in connection with the preparation, execution, delivery and administration of this Agreement, the Committed Notes and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection 52 herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of outside staff counsel), ) incurred by the Lender Agent and each Bank in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement Agreement, the Committed Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the Agent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, the Company agrees to pay, and to hold the Agent and the Banks harmless from all liability for, any stamp, documentary, excise or property or other agreements Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder after or in connection herewith. All obligations provided for in this Section 12.5 shall survive repayment of the occurrence Committed Loans, cancellation of an Event the Committed Notes or any termination of Terminationthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and fees plus out-of-pocket expenses of the Lender (including, without limitation, field audit expenses and costs of outside consultants, appraisers, counsel and paralegals to Lender) in connection with the preparation, administration and enforcement of the Documents and the administration and enforcement of the Loans. If an Event of Default has occurred hereunder, Borrower shall pay any and all stamp, transfer and other taxes payable or determined to be payable in connection with the execution and delivery of the Documents and agrees to hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any action, suit or proceeding arising from any of the foregoing is brought against Lender, Borrower, to the extent and in the manner directed by Lender, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be subject to the approval of Lender). If Borrower shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Borrower contained in this Agreement shall be breached, Lender may, in its sole and arbitrary discretion, after 10 days written notice is sent to Borrower, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by Lender shall be repayable to Lender by Borrower immediately upon Lender's demand therefor, with interest at the Prime Rate during the period from and including the date funds are so expended by Lender, to the date of repayment, and any requested amendments, waivers or consents) such amounts due and owing Lender shall be an additional obligation of Borrower to Lender. The obligations of Borrower under this Section 9.4 shall survive the termination of this Agreement and the discharge of the other documents obligations of Borrower under the Documents. Any payment required to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect made pursuant to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any Agreement not paid within five days of the Facility Documents after applicable due date shall be subject to a late charge which Borrower hereby agrees to pay equal to the date hereof and lesser of: (a) 5% of the enforcement of this Agreement and overdue amount; or (b) the other agreements and documents to be delivered hereunder after the occurrence of an Event of Terminationmaximum amount permitted by law.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender and all Related Expenses, including, but not limited to (a) participation, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Lender in connection with the preparation, execution negotiation and delivery (including closing of the Note, any requested amendmentsRelated Writing and any Loan Documents and the administration of the Loan Documents, waivers or consents) the collection and disbursement of this Agreement all funds hereunder and the other instruments and documents to be delivered hereunder, including(b) extraordinary expenses of Lender in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, without limitation, all pre-closing due diligence expenses and (c) the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees of special counsel for Lender, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expenses of outside counsel)Lender, incurred by the Lender including reasonable attorneys’ fees and expenses, in connection with any amendment to any the restructuring or enforcement of the Facility Documents after the date hereof and the enforcement of Obligations, this Agreement or any Related Writing. In addition, Borrower shall pay any and all stamp, transfer, documentary and other taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other agreements instruments and documents to be delivered hereunder after hereunder, and agrees to hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or failure to pay such taxes or fees, other than those liabilities resulting from the occurrence gross negligence or willful misconduct of an Event Lender, in each case as determined by a court of Terminationcompetent jurisdiction. All obligations provided for in this Section shall survive any termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees US Borrowers agree to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable properly documented costs and expenses of the Lender Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys' fees and expenses, of Agent in connection with the preparation, execution negotiation and delivery (including any requested amendmentsclosing of the Loan Documents and the administration of the Loan Documents, waivers or consents) the collection and disbursement of this Agreement all funds hereunder and the other instruments and documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and (b) the reasonable and properly documented fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. US Borrowers and any appropriate Foreign Borrower also agree to pay on demand all properly documented costs and expenses of outside counsel)Agent and the Lenders, incurred by the Lender including reasonable attorneys' fees and expenses, in connection with any amendment to any the restructuring or enforcement of the Facility Documents after the date hereof and the enforcement of Obligations, this Agreement or any Related Writing. In addition, US Borrowers and any appropriate Foreign Borrower shall pay any and all properly documented stamp, transfer, documentary and other taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other agreements instruments and documents to be delivered hereunder after hereunder, and agree to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or failure to pay such taxes or fees, other than those liabilities resulting from the occurrence gross negligence or willful misconduct of an Event Agent, or, with respect to amounts owing to a Lender, such Lender, in each case as determined by a court of Terminationcompetent jurisdiction. All obligations provided for in this Section 10.5 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower hereby agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Administrative Agent and any Lender in connection with the preparation, negotiation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement Amendment and the any other agreements, instruments and documents to be negotiated, reviewed, executed or delivered hereunderhereunder or in connection herewith, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- of-pocket expenses of special legal counsel for the Lender Administrative Agent and the Lenders with respect thereto and with respect to advising the Lender Administrative Agent and the Lenders as to its and their respective rights and remedies under responsibilities hereunder and thereunder (which fees and expenses, as to legal counsel of the Administrative Agent, shall be paid directly to legal counsel of the Administrative Agent upon presentation of an invoice for legal services rendered). The Borrower hereby further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable legal counsel fees and expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, Amendment and the other agreements agreements, instruments and documents to be negotiated, reviewed, executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including or delivered hereunder or in connection herewith, including, without limitation, reasonable fees and expenses of outside counsel), incurred by the Lender legal counsel in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of rights under this Agreement Section 7. In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and the other agreements agreements, instruments and documents to be delivered hereunder after hereunder, and agrees to save the occurrence of an Event of TerminationAdministrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out‑of‑pocket costs and expenses of Lender (including the reasonable fees and out‑of‑pocket expenses of Lender’s attorneys, paralegals, accountants, auditors, and consultants) incurred by Lender in connection with the preparation, execution and delivery execution, delivery, administration, interpretation, amendment, waiver or enforcement of this Agreement or the other Loan Documents, or in the protection of Lender’s rights under the Loan Documents (including any requested amendmentssuit for declaratory judgment or interpretation of the provisions hereof and any bankruptcy, waivers insolvency or consents) of this Agreement and condemnation proceedings involving the other documents Borrower, its Property, and/or any Collateral); provided that with regard to be delivered hereunderlitigation costs, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender shall be entitled to recover such costs only in the event that it is the prevailing party. In addition, the Borrower agrees to pay, and to hold Lender harmless from all liability for, any stamp, recording, intangibles or other taxes (including taxes under Tennessee Code Annotated Section 67‑4‑409 due upon the recordation of financing statements) payable in connection with respect thereto and with respect to advising the Lender as to its rights and remedies under execution or delivery of this Agreement, and the Advances, the Collateral, or the issuance or delivery of the Note or any other agreements executed pursuant hereto and (iii) Loan Documents, excluding, however, taxes based upon the income or assets of Lender. Upon Lender’s request, the Borrower shall promptly reimburse Lender for all costs and out-of-pocket expenses (including fees and expenses of outside counsel)amounts expended, advanced, or incurred by Lender in endeavoring to satisfy any obligation of any Borrower under this Agreement or any other Loan Documents, or to perfect a Lien in favor of Lender, or to protect the Properties or business of any Borrower or to collect the Indebtedness, or to enforce or protect the rights of Lender under this Agreement or any other Loan Document, including all court costs, attorney’s and paralegal’s fees, fees of auditors and accountants, and investigation expenses reasonably incurred by Lender in connection with any amendment to any such matters, and all such amounts shall bear interest at the Default Rate until paid in full. All obligations under this Section shall be part of the Facility Documents after the date hereof Indebtedness and the enforcement shall survive any termination of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Termination.Agreement. 8.14

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers delivery, filing, recording, administration, modification, amendment or consents) waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- of-pocket expenses of special counsel for the Administrative Agent, any Lender and the Paying Agent with respect thereto and with respect to advising the Lender Administrative Agent, such Xxxxxx and the Paying Agent as to its their respective rights and remedies responsibilities under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Notes and the other documents to be delivered hereunder and (B) incurred by the Administrative Agent, any Lender or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of their assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes. Notwithstanding anything to the contrary set forth in this Section 10.6, the Borrower shall not be required to pay the costs or expenses of the Lenders following an Event of Default if such costs or expenses are related to disputes among the Lenders. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers or consents) delivery, filing, recording, administration, modification, amendment and/or waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- out of pocket expenses of special one counsel for the Lender Agent with respect thereto and with respect to advising the Lender Agent as to its rights and remedies responsibilities under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses for one counsel) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Notes and the other documents to be delivered hereunder and (B) incurred by the Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 9.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 9.6, shall be at the sole cost and expense of the Borrower. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreementout-of-pocket fees, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Administrative Agent and CIBC US (including Attorney Costs and, if required hereunder, any Taxes, (without, however, duplication of the Company’s obligations under Section 7.6 hereof)) in connection with the preparation, execution execution, syndication, delivery and delivery administration (including perfection and protection of any of the Collateral and Real Estate Collateral and the costs of any E-System (or other similar service), if applicable) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendmentsamendment, waivers supplement or consentswaiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and all reasonable out-of-pocket fees, costs and expenses (including Attorney Costs and, if required hereunder, any Taxes, (without, however, duplication of the Company’s obligations under Section 7.6 hereof)) incurred by the Administrative Agent from and after an Event of Default and during the continuance thereof in connection with the collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof or any exercise of any rights or remedies hereunder or under the other Loan Documents. In addition, the Company agrees to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, any fees of the Company’s auditors or examiners in connection with any exercise by the Administrative Agent and the Lenders of their rights pursuant to Section 10.2. All Obligations provided for in this Section 15.5 shall survive repayment of the Loans, cancellation of the Notes, and termination of this Agreement. Notwithstanding anything to the contrary herein, legal fees pursuant to this Agreement and the other documents Loan Documents shall be limited to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees fees, costs, expenses, charges and out-of- pocket expenses disbursements of special one counsel for the Lender with respect thereto Administrative Agent and with respect to advising the Lender for all Lenders, collectively, and, if reasonably necessary or advisable as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred determined by the Lender Administrative Agent, the reasonable fees, costs, expenses, charges and disbursements of one local counsel per jurisdiction, provided, however, in connection with the event of any amendment to actual or perceived conflict of interest among or between any or all of the Facility Documents after Lenders and/or the date hereof Administrative Agent, as reasonably determined by the Administrative Agent, then the Loan Parties shall be liable for the fees, costs, expenses, charges and the enforcement of this Agreement and the other agreements and documents disbursements related to be delivered hereunder after the occurrence of an Event of Terminationone additional counsel in each relevant jurisdiction for each Lender affected by such conflict.

Costs, Expenses and Taxes. (a) In addition to the rights By way of indemnification under Article VIII hereofclarification, the and not of limitation, of Sections 1.7 or 3.1, each Borrower agrees to shall pay to the Administrator, each Group Agent and each Lender promptly after written on demand thereof (i) all reasonable costs and out-of-pocket expenses incurred (excluding Taxes other than Other Taxes) in connection with (i) the periodic auditing preparation, execution, delivery and administration (including amendments or waivers of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(cany provision) of this Agreement or the other Transaction Documents, (ii) the perfection (and the agreed upon procedures reports contemplated by Section 5.05(econtinuation) of this Agreementthe Administrator’s rights in the Pool Receivables, provided that Collections and other Pool Assets, (iii) the Borrower shall only be responsible for enforcement by the reasonable costs and expenses incurred in connection with one audit Administrator, any Group Agent or any member of any Group of the obligations of each Borrower, the Originator, applicable Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the Servicer, in each case during any twelve (12) month period beginning on maintenance by the date hereof and on each anniversary Administrator of the date hereofLock-Box Accounts (and any related lock-box or post office box), and in each caseincluding reasonable fees, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- of-pocket expenses of special external legal counsel for the Lender with respect thereto Administrator and with respect any member of any Group relating to any of the foregoing or to advising the Lender as to Administrator, any member of any Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under this Agreementany Transaction Document or any other document, agreement or instrument related thereto and the other agreements executed pursuant hereto and (iii) all reasonable costs and out-of-pocket expenses (including reasonable external counsel fees and expenses expenses) of outside counsel)the Administrator, incurred by the each Group Agent and each Lender in connection with any amendment to any the enforcement or administration of the Facility Transaction Documents after the date hereof or any other document, agreement or instrument related thereto. Administrator and the enforcement each member of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of each Group agree, however, that unless an Event of TerminationDefault has occurred and is continuing all of such entities will be represented by a single law firm. Each Borrower shall reimburse the Administrator and each Group Agent for the cost of such Person’s external auditors auditing the books, records and procedures of such Borrower or the applicable Servicer. Each Borrower shall reimburse each Conduit Lender on demand for all reasonable costs and out of pocket expenses incurred by such Conduit Lender in connection with the Transaction Documents or the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees and out of pocket expenses of external counsel of the Administrator and each member of any Group for advice relating to such Conduit Xxxxxx’s operation in connection with the transactions contemplated by the Transaction Documents.

Costs, Expenses and Taxes. (a) In addition The Company and each of the Guarantors jointly and severally agree to pay all costs and expenses incident to the rights performance of indemnification their obligations under Article VIII this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, the Borrower agrees including, but not limited to, all costs and expenses incident to pay to the Lender promptly after written demand thereof (i) the Company's cost of preparation, printing, reproduction, execution and delivery of this Agreement, each of the other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all reasonable other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary and Final Memorandum and any amendment or supplement thereto, any other marketing related materials, (iii) any costs of all arrangements relating to the delivery including postage, etc. to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Securities, (vi) the qualification of the Securities under state securities and "blue sky" laws, including filing fees, word processing and reproduction costs of any "blue sky" memoranda and fees (not to exceed $15,000) and disbursements of counsel to the Initial Purchasers relating thereto, (vii) all expenses in connection with any meetings with prospective investors in the Securities, (viii) fees and expenses of the Trustee, including fees and expenses of counsel to the Trustee, (ix) all out-of pocket expenses incurred by the Initial Purchasers in connection with the proposed offering and sale of the Securities including, but not limited to, reasonable fees and disbursements of counsel, (x) all expenses and listing fees incurred in connection with the periodic auditing application for quotation of the Borrower and the Servicer pursuant to Section 5.01(cSecurities on PORTAL, (xi) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated any fees charged by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible investment rating agencies for the reasonable costs rating of the Securities, (xii) all fees and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all including reasonable costs fees and expenses of counsel) of the Lender Company and the Guarantors in connection with the preparationapproval of the Securities by the Depositary for "book-entry" transfer, execution and delivery (including any requested amendmentsxiii) except as limited by Article VII, waivers or consents) of this Agreement all costs and the other documents to be delivered hereunder, expenses (including, without limitation, all pre-closing due diligence expenses and the reasonable attorneys' fees and out-of- pocket expenses expenses), if any, of special counsel for the Lender successful enforcement of this Agreement, the Securities or any other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, the Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with respect thereto the execution and delivery of this Agreement, any other Basic Document or the issuance of the Securities, and shall save and hold each Initial Purchaser harmless from and against any and all liabilities with respect to advising the Lender as or resulting from any delay in paying, or omission to its rights and remedies under this Agreementpay, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Terminationsuch taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article VIII SECTION 3.1 hereof, the Borrower Seller agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution execution, delivery and delivery administration (including any requested amendments, waivers or consentsperiodic auditing of Pool Receivables) of this Agreement, the Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement and the other documents and agreements to be delivered hereunderhereunder or in connection herewith, includingincluding all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement and the other documents and agreements to be delivered hereunder or in connection herewith and the waiving of any provisions thereof, and including in all cases, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel Attorney Costs for the Lender Agent, each Purchaser, each Program Support Provider, each Purchaser Agent, the Insurer and their respective Affiliates and agents with respect thereto and with respect to advising the Lender Agent, the Purchaser, each Program Support Provider, the Insurer and their respective Affiliates and agents as to its their rights and remedies under this Agreement, Agreement and the other agreements executed pursuant hereto and Transaction Documents (iii) all PROVIDED that unless a Termination Event or Unmatured Termination Event shall have occurred, the costs and out-of-pocket expenses payable in connection with the administration of the Transaction Documents (including fees excluding any costs and expenses of outside counsel), incurred by the Lender in connection with any amendment, amendment to and restatement, modification, supplement or waiver and any costs and expenses in connection with enforcement) in any year shall not exceed $25,000), and all reasonable costs and expenses, if any (including Attorney Costs), of each Purchaser Agent, each Purchaser, each Program Support Provider, the Facility Documents after Insurer, the date hereof Agent and their respective Affiliates and agents, in connection with the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Seller agrees to pay as and when billed by the Deal Agent, the Purchaser, the Secured Parties or any Affected Party all of the reasonable out–of–pocket costs and expenses incurred by the Deal Agent, the Purchaser, the Secured Parties and/or any Affected Party in connection with the development, preparation, execution and delivery of, and any amendment, supplement, renewal, extension or modification to or waiver of, this Agreement, the Lender promptly after written demand thereof (i) Repurchase Documents, any Transaction hereunder and any other documents and agreements prepared in connection herewith or therewith. The Seller agrees to pay as and when billed by the Deal Agent, the Purchaser, any Secured Party and/or any Affected Party all reasonable of the out–of–pocket costs and expenses incurred in connection with the periodic auditing consummation and administration of the Borrower transactions contemplated hereby and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, thereby including, without limitation, (i) all pre-closing due diligence expenses and the reasonable fees and out-of- –of–pocket expenses of special counsel for the Lender Deal Agent, the Purchaser, the Secured Parties and the Affected Parties with respect thereto and with respect to advising the Lender Deal Agent, the Purchaser, the Secured Parties and the Affected Parties as to its their respective rights and remedies under this Agreement, the Repurchase Documents and the other agreements executed pursuant hereto documents to be delivered hereunder or in connection herewith, (ii) all costs and expenses, if any (including reasonable counsel fees and expenses) incurred by the Deal Agent, the Purchaser, the Secured Parties and the Affected Parties in connection with the enforcement of this Agreement, the Repurchase Documents and the other documents to be delivered hereunder or thereunder or in connection herewith or therewith and (iii) all the due diligence, inspection, audit, testing, review, recording, travel, lodging or other administrative costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection Deal Agent, the Purchaser, the Secured Parties and/or any Affected Party with respect to such Person’s review, consideration and purchase or proposed purchase of any amendment to Mortgage Asset, any of the Facility Documents after the date hereof and the enforcement of Purchased Asset or any Purchased Item under this Agreement and the other agreements Repurchase Documents (including any costs necessary or incidental to the execution of any Transaction under this Agreement), including, but not limited to, those costs and documents expenses incurred by the Deal Agent, the Purchaser, the Secured Parties and/or any Affected Party and reimbursable by the Seller pursuant to be delivered hereunder after the occurrence Subsection 11.1(a) of an Event of Terminationthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers or consents) delivery, filing, recording, administration, modification, amendment and/or waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- of-pocket expenses of special counsel for the Lender Agent and the Paying Agent with respect thereto and with respect to advising the Lender Agent and the Paying Agent as to its rights and remedies responsibilities under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Notes and the other documents to be delivered hereunder and (B) incurred by the Agent or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower The Company agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender Administrative Agent and the Arranger (including the reasonable fees and charges of counsel for the Administrative Agent and the Arranger and of local counsel, if any, who may be retained by said counsel) in connection with the preparation, execution execution, delivery and delivery administration of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any requested amendments, supplements or waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreementany Loan Documents), and the other agreements executed pursuant hereto and (iii) all costs and reasonable out-of-pocket costs and expenses (including fees reasonable attorneys' fees, court costs and other legal expenses and allocated costs of staff counsel) incurred by the Administrative Agent and each Bank after an Event of Default in connection with the enforcement of this Agreement, the other Loan Documents or any such other documents. Each Bank agrees to reimburse the Administrative Agent for such Bank's pro rata share (based on its respective Percentage) of any such costs and expenses of outside counsel), incurred the Administrative Agent not paid by the Lender Company. In addition, the Company agrees to pay, and to save the Administrative Agent, the Arranger and the Banks harmless from all liability for, (a) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Company's auditors in connection with any amendment reasonable exercise by the Administrative Agent and the Banks of their rights pursuant to any SECTION 10.2. All obligations provided for in this SECTION 14.6 shall survive repayment of the Facility Documents after Loans, cancellation of the date hereof Notes, cancellation or expiration of the Letters of Credit and the enforcement any termination of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationAgreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay pay, or cause to be paid (A) on the Lender promptly after written demand thereof (i) Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement(including, provided that the Borrower shall only be responsible for without limitation, the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs fees and expenses of outside counsel for the Lender Liquidity Provider) of the Liquidity Provider in connection with the preparation, execution negotiation, execution, delivery, filing and delivery (including recording of this Agreement, any requested amendments, waivers or consents) of other Operative Agreement and any other documents which may be delivered in connection with this Agreement and the other documents to be delivered hereunder, including, without limitation(B) on demand, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including reasonable counsel fees and expenses expenses) of outside counsel), incurred by the Lender Liquidity Provider in connection with any amendment to any of the Facility Documents after the date hereof and (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative 26 22 Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) other than amendments requested by the Liquidity Provider or a transfer made by the Liquidity Provider either voluntarily or as a result of the mitigation provisions of Article 3 or a Non-Extension Drawing or a Downgrade Drawing or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class A Cash Collateral Accounts. In addition, the Borrower shall pay any and the all recording, stamp and other agreements similar taxes and documents fees payable or determined to be delivered hereunder after payable in connection with the occurrence execution, delivery, filing and recording of an Event this Agreement, any other Operative Agreement and such other documents, other than amendments requested by the Liquidity Provider or a transfer made by the Liquidity Provider either voluntarily or as a result of Terminationthe mitigation provisions of Article 3 or a Non-Extension Drawing or a Downgrade Drawing, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only pay within 30 days after demand (which demand shall be responsible for accompanied by an invoice in reasonable detail) the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable actual out-of-pocket costs and expenses of the Lender Administrative Agent in connection with (a) the negotiation, preparation, execution, delivery, arrangement, syndication and closing of the Loan Documents, provided that such costs and expenses do not exceed the amounts referred to in a letter agreement between Borrower and the Administrative Agent, (b) administration of the Loan Documents, provided that such costs and expenses do not exceed the amounts set forth in a letter agreement between Borrower and the Administrative Agent and (c) any amendment, waiver or modification of the Loan Documents. Borrower shall pay within 30 days after demand the reasonable actual out-of-pocket costs and expenses of the Administrative Agent and each of the Banks in connection with the preparationenforcement of any Loan Documents following the occurrence of a Default or an Event of Default, execution and delivery including in connection with any refinancing, restructuring, reorganization (including a bankruptcy reorganization, if such payment is approved by the bankruptcy court or any requested amendments, waivers or consentssimilar proceeding). The costs and expenses referred to in the first sentence above (for which Borrower shall be liable solely with respect to costs and expenses of the Administrative Agent) of this Agreement and the second sentence above (which shall apply to costs and expenses of the Administrative Agent and the Banks) shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other documents to be delivered hereunder, including, without limitation, all preout-closing due diligence of-pocket expenses and the reasonable actual fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of any legal counsel retained by the Administrative Agent or any of the Banks (including the allocated costs of in-house counsel), as the case may be, or independent public accountants and other outside experts retained by the Administrative Agent (provided that (i) Borrower shall not be liable under this Section 11.3 for fees and expenses of outside counselmore than one firm of independent public accountants, or more than one expert with respect to a specific subject matter, at any one time and (ii) with respect to the costs and expenses referred to in the second sentence above (pertaining to enforcement matters), incurred by Borrower shall not be liable for the Lender fees and expenses of more than one firm of outside legal counsel retained to represent the Administrative Agent nor for more than one additional firm of outside legal counsel retained to otherwise represent one or more of the Banks). Nothing herein shall obligate Borrower to pay any costs and expenses in connection with any amendment to any an assignment of or participation in a Bank's Pro-Rata Share of the Facility Documents after Commitment. Borrower shall pay any and all documentary and transfer taxes, assessments or charges made by any Governmental Agency and all reasonable actual costs, expenses, fees, and charges of Persons (other than the date hereof and Administrative Agent or the enforcement Banks) payable or determined to be payable in connection with the execution, delivery, filing or recording of this Agreement and the Agreement, any other agreements and documents Loan Document, or any other instrument or writing to be delivered hereunder or thereunder, and shall reimburse, hold harmless, and indemnify the Administrative Agent and each Bank from and against any and all loss, liability, or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee, or charge or that any of them may suffer or incur by reason of the failure of Borrower to perform any of its Obligations. Any amount payable to the Administrative Agent or any Bank under this Section shall bear interest from the date which is 30 days after Borrower's receipt of demand (together with reasonable supporting documentation) for payment at the occurrence of an Event of Terminationrate then in effect for Alternate Base Rate Loans.

Costs, Expenses and Taxes. Lessee shall pay within five (a5) In addition to the rights of indemnification under Article VIII hereofBusiness Days after demand, accompanied by an invoice therefor, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Trustee and Arranger in connection with the negotiation, preparation, syndication, execution and delivery (including of the Operative Documents and any requested amendmentsamendment thereto or waiver thereof. Lessee shall also pay on demand, waivers or consents) accompanied by an invoice therefor, the reasonable costs and expenses of this Agreement the Trustee and the Holders in connection with the refinancing, restructuring, reorganization (INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Operative Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other documents to be delivered hereunder, including, without limitation, all preout-closing due diligence of-pocket expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses of any legal counsel (including fees INCLUDING reasonably allocated costs of legal counsel employed by the Trustee or any Holder), independent public accountants and other outside experts retained by the Trustee or any Holder, whether or not such costs and expenses of outside counsel), are incurred or suffered by the Lender Trustee or any Holder in connection with or during the course of any bankruptcy or insolvency proceedings of Lessee or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment to or waiver of any Operative Document requested by Lessee, the administrative costs of the Facility Documents after Trustee reasonably attributable thereto. Lessee shall pay any and all documentary and other taxes pursuant to Article 8. Any amount payable to the Trustee or any Holder under this Section shall bear interest from the second Business Day following the date hereof and of demand for payment at the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationDefault Rate.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers delivery, filing, recording, administration, modification, amendment or consents) waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (of counsel for the Administrative Agent, the Collateral Agent and the Paying Agent with respect thereto and including any costs incurred by a Conduit Lender related to its Commercial Paper rating agency; provided, that the Administrative Agent shall promptly consult with Borrower in the event the fees and out-of-pocket expenses of outside counsel), counsel for the Administrative Agent and the Collateral Agent incurred by the Lender in connection with the addition of (i) any amendment Target Qualifying Tax Equity Fund exceed or are anticipated to exceed $25,000 or (ii) any of the Facility Documents after the date hereof Target Wholly-Owned Subsidiary exceed or are anticipated to exceed $5,000. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Loan Notes and the other agreements and documents to be delivered hereunder and (B) incurred by the Administrative Agent or the Collateral Agent in connection with the transactions described herein and in the other Transaction Documents (including any increase pursuant to Section 2.6), or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and 117 [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Collateral Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees The Borrowers agree to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Lender Agents (including the reasonable fees and out-of-pocket charges of counsel for the Agents and of local counsel, if any, who may be retained by said counsel) in connection with the preparation, execution execution, syndication and delivery (including any requested amendments, waivers or consents) of this Agreement and Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder, including, without limitation, hereunder or in connection herewith. The Borrowers further agree to pay on demand all prereasonable out-closing due diligence of-pocket costs and expenses and of each of the Agents (including the reasonable fees and out-of- pocket expenses charges of special counsel for the Agents, of local counsel, if any, who may be retained by said counsel and court costs and other legal expenses and allocated costs of staff counsel) (a) in connection with the preparation, execution, delivery and administration of any amendments, supplements or waivers to this Agreement or any other Loan Document and (b) incurred by the Agents and each Lender after an Event of Default in connection with respect thereto and with respect to advising the Lender as to its rights and remedies under enforcement of this Agreement, and the other agreements executed pursuant hereto and Loan Documents or any such other documents. Each Lender agrees to reimburse each of the Agents for such Lender's pro rata share (iiibased on its Percentage) all of any such costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred the Agents not paid by the Lender Borrowers. In addition, the Borrowers agree to pay, and to save the Agents and the Lenders harmless from all liability for, (x) any stamp or other taxes (excluding income taxes and franchise taxes based on net income) that may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (y) any fees of the Borrowers' auditors in connection with any amendment to any reasonable exercise by each of the Facility Documents after the date hereof Agents and the enforcement Lenders of their rights pursuant to SECTION 10.2. All obligations provided for in this SECTION 15.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit and any termination of this Agreement Agreement. All obligations provided for in this SECTION 15.5 shall remain operative and in full force and effect regardless of the other agreements consummation of the transactions contemplated hereby, the repayment of any Loans, the expiration of the Commitments, cancellation of the Notes, the expiration or termination of the Letters of Credit, any foreclosure under, or any modification, release or discharge of any or all of the Collateral Documents and documents to be delivered hereunder after the occurrence any termination of an Event of Terminationthis Agreement.

Costs, Expenses and Taxes. Reseller agrees to pay (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable costs and documented fees and expenses incurred of counsel to CPC in connection with the periodic auditing enforcement of the Borrower Documents and the Servicer pursuant Indebtedness, including, but not limited to Section 5.01(creasonable attorney fees and costs incurred upon an Automatic Default, and (b) or 5.04(c) CPC’s standard wire transfer and check return fees, all as may be established and changed by CPC from time to time. Without limitation of this Agreement and in addition to the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreementforegoing, provided that the Borrower Reseller shall only be responsible for the pay to CPC all reasonable costs and expenses incurred audit fees in connection with one audit audits of the Borrowerbooks and records and properties of Reseller and such other matters as CPC shall deem appropriate in its reasonable credit judgment, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) plus all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender CPC in connection with such audits, whether such audits are conducted by employees of CPC or by third parties hired by CPC. Through execution of this Agreement, Reseller consents to such audits by CPC or third parties hired by CPC. Audit fees and reasonable out-of-pocket expenses equivalent to CPC’s actual cost shall be payable promptly upon demand therefor by CPC from time to time. In addition, Reseller shall pay any amendment and all stamp, transfer and other taxes payable or determined to be payable in connection with the execution and delivery of the Documents and agrees to hold CPC harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the Facility Documents foregoing is brought against CPC, Reseller, to the extent and in the manner directed by CPC, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by CPC. If Reseller shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Reseller contained in this Agreement shall be breached, CPC may, in its sole and absolute discretion, after 10 days written notice having been sent to Reseller, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; any and all amounts so expended by CPC shall be repayable to CPC by Reseller immediately upon CPC’s demand therefor, with interest at a rate equal to the highest interest rate set forth in this Agreement in effect from time to time during the period from and including the date hereof funds are so expended by CPC to the date of repayment, and any such amounts due and owing CPC shall be deemed to be part of the enforcement Indebtedness secured hereunder. The obligations of Reseller under this Section shall survive the termination of this Agreement and the discharge of the other agreements and documents to be delivered hereunder after obligations of Reseller under the occurrence of an Event of TerminationDocuments.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written on demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender Agent, including, but not limited to, (a) reasonable syndication, administration, travel and out-of-pocket expenses, including but not limited to reasonable attorneys’ fees and expenses, of Agent in connection with the preparation, execution negotiation and delivery (including any requested amendmentsclosing of the Loan Documents and the administration of the Loan Documents, waivers or consents) the collection and disbursement of this Agreement all funds hereunder and the other instruments and documents to be delivered hereunder, including(b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to be delivered hereunder, without limitation, all pre-closing due diligence expenses and (c) the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees of special counsel for Agent, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expenses of outside counsel)Agent and the Lenders, incurred by the Lender including reasonable attorneys’ fees and expenses, in connection with any amendment to any the restructuring or enforcement of the Facility Documents after the date hereof and the enforcement of Obligations, this Agreement or any Related Writing. In addition, Borrower shall pay any and all stamp, transfer, documentary and other taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan Documents, and the other agreements instruments and documents to be delivered hereunder after hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or failure to pay such taxes or fees, other than those liabilities resulting from the occurrence gross negligence or willful misconduct of an Event Agent, or, with respect to amounts owing to a Lender, such Lender, in each case as determined by a court of Terminationcompetent jurisdiction. All obligations provided for in this Section 10.5 shall survive any termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers or consents) delivery, filing, recording, administration, modification, amendment and/or waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable and documented out-of-pocket fees and out-of- pocket expenses of special counsel for the Lender Administrative Agent, the Green Loan Structuring Agent and the Paying Agent with respect thereto and with respect to advising the Lender Administrative Agent, the Green Loan Structuring Agent and the Paying Agent as to its rights and remedies responsibilities under this Agreement, Agreement and the other agreements executed pursuant hereto Transaction Documents. The Borrower further agrees to pay on demand all reasonable and (iii) all costs and documented out-of-pocket expenses costs and expenses, if any (including reasonable and documented counsel fees and expenses of outside counsel), incurred by the Lender expenses) (A) in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement (whether through negotiations, legal [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. proceedings or otherwise) of this Agreement Agreement, the Loan Notes and the other agreements and documents to be delivered hereunder and (B) incurred by the Administrative Agent or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented out-of-pocket counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented out-of-pocket fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Green Loan Structuring Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes.

Costs, Expenses and Taxes. (a) In addition to the rights By way of indemnification under Article VIII hereofclarification, and not of limitation, of Sections 1.7 or 3.1, the Borrower agrees to Seller shall pay to the Lender promptly after written Administrator, each Purchaser Agent and each Purchaser on demand thereof (i) all reasonable costs and out-of-pocket expenses incurred (excluding Taxes other than Other Taxes) in connection with (i) the periodic auditing preparation, execution, delivery and administration (including amendments or waivers of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(cany provision) of this Agreement and or the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreementother Transaction Documents, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses the sale of the Lender in connection with Purchased Interest (or any portion thereof) from the preparationSeller to the Purchasers hereunder, execution (iii) the perfection (and delivery (including any requested amendments, waivers or consentscontinuation) of this Agreement the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iii) the other documents to be delivered hereunderenforcement by the Administrator, includingany Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, without limitationthe Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), all pre-closing due diligence expenses and the including reasonable fees fees, costs and out-of- of-pocket expenses of special external legal counsel for the Lender with respect thereto Administrator and with respect any member of any Purchaser Group relating to any of the foregoing or to advising the Lender as to Administrator, any member of any Purchaser Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under this Agreementany Transaction Document or any other document, agreement or instrument related thereto and the other agreements executed pursuant hereto and (iii) all reasonable costs and out-of-pocket expenses (including reasonable external counsel fees and expenses expenses) of outside counsel)the Administrator, incurred by the Lender each Purchaser Agent and each Purchaser in connection with any amendment to any the enforcement or administration of the Facility Transaction Documents after or any other document, agreement or instrument related thereto. Administrator and each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing all of such entities will be represented by a single law firm. The Seller shall reimburse the date hereof Administrator and each Purchaser Agent for the enforcement cost of this Agreement such Person’s external auditors auditing the books, records and procedures of the other agreements Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and documents out of pocket expenses incurred by such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including certain costs related to be delivered hereunder after the occurrence Rating Agencies and reasonable fees and out of an Event pocket expenses of Terminationexternal counsel of the Administrator and each member of any Purchaser Group for advice relating to such Conduit Purchaser’s operation in connection with the transactions contemplated by the Transaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers or consents) delivery, filing, recording, administration, modification, amendment and/or waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable and documented out-of-pocket fees and out-of- pocket expenses of special counsel for the Lender Administrative Agent, the Green Loan Structuring Agent and the Paying Agent with respect thereto and with respect to advising the Lender Administrative Agent, the Green Loan Structuring Agent and the Paying Agent as to its rights and remedies responsibilities under this Agreement, Agreement and the other agreements executed pursuant hereto Transaction Documents. The Borrower further agrees to pay on demand all reasonable and (iii) all costs and documented out-of-pocket expenses costs and expenses, if any (including reasonable and documented counsel fees and expenses of outside counsel), incurred by the Lender expenses) (A) in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Loan Notes and the other agreements and documents to be delivered hereunder and (B) incurred by the Administrative Agent or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented out-of-pocket counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented out-of-pocket fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Green Loan Structuring Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the The Borrower agrees to pay to the Lender promptly after written demand thereof (i) all reasonable and documented out-of-pocket costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendmentsexecution, waivers delivery, filing, recording, administration, modification, amendment or consents) waiver of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and including the reasonable fees and out-of- of-pocket expenses of special counsel for the Lender Administrative Agent, any Lenderthe Green Loan Structuring Agent, and the Paying Agent with respect thereto and with respect to advising the Lender as to its rights and remedies under this AgreementAdministrative Agent, such Lenderthe Green Loan Structuring Agent, and the Paying Agent as to their respective rights and responsibilities under this Agreement and the other agreements executed pursuant hereto and (iii) Transaction Documents. The Borrower further agrees to pay on demand all costs and documented out-of-pocket expenses costs and expenses, if any (including reasonable and documented counsel fees and expenses of outside counsel), incurred by the Lender expenses) (A) in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Loan Notes and the other agreements and documents to be delivered hereunder and (B) incurred by the Administrative Agent, any Lender or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after the occurrence of an Event of TerminationDefault shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of their assets, as well as certain matters related thereto. The reasonable and documented out-of-pocket fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Green Loan Structuring Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes. Notwithstanding anything to the contrary set forth in this Section 10.6, the Borrower shall not be required to pay the costs or expenses of the Lenders following an Event of Default if such costs or expenses are related to disputes among the Lenders.

Costs, Expenses and Taxes. Notwithstanding any termination of this Agreement (a) In addition pursuant to Section 8.2 or otherwise), the Company and the Guarantors jointly and severally agree to pay the following costs and expenses and all other costs and expenses incident to the rights performance by the Company of indemnification under Article VIII hereof, the Borrower agrees to pay to the Lender promptly after written demand thereof its obligations hereunder: (i) the costs of printing and reproducing the Preliminary Memorandum, the Final Memorandum and each amendment or supplement to any of them; (ii) the delivery (including postage, air freight charges and charges for counting and packaging) of such copies of each Preliminary Memorandum, the Final Memorandum and all reasonable costs amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of the Notes; (iii) the authentication, issuance and delivery of certificates for the Notes and the related Guarantees, including any stamp taxes in connection with the original issuance and sale of the Notes and trustees' fees; (iv) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (v) fees and expenses of the Trustee including fees and expenses of its counsel; (vi) all expenses and listing fees incurred in connection with the periodic auditing application for quotation of the Borrower Notes on the PORTAL Market; and (vii) any fees charged by investment rating agencies for the rating of the Notes. In addition, the transportation and other expenses incurred by or on behalf of representatives of the Company and the Servicer pursuant Initial Purchaser in connection with presentations to Section 5.01(c) or 5.04(c) prospective purchasers of this Agreement the Notes shall be allocated as follows: costs relating to the chartered airplane shall be shared equally by the Company and the agreed upon procedures reports contemplated by Section 5.05(eInitial Purchaser; costs relating to (i) the provision of this Agreementlocal transportation services, provided (ii) the meeting space for such presentations and (iii) any catering expenses that the Borrower shall only be responsible for the reasonable costs and expenses were either (A) incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve such meetings or (12B) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender incurred in connection with travel on the preparationchartered plane and billed separately from other flight related charges, execution shall be paid by the Initial Purchaser; costs relating to flights on commercial airlines and delivery (including hotels shall be paid by the party that incurred such costs; and costs relating to the production, printing and distribution of all marketing materials shall be paid by the Company. For the avoidance of doubt, it is understood that the Company shall have no obligation to pay any requested amendmentsfees, waivers expenses or consents) disbursements of this Agreement and the other documents to be delivered hereunderCahixx Xxxxxx & Xeinxxx, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel xxunsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationInitial Purchaser.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees Debtors agree to pay to the Lender promptly after written demand thereof (i) all reasonable costs out-of-pocket fees and expenses incurred of Lender (including, but not limited to, UCC Filing and Search Fees and fees and expenses of outside counsel to Lender and paralegals) in connection with-the making of the loans which are the subject of the Note and preparation, administration and enforcement of the Documents and the Liabilities. In addition, Debtors shall pay any and all stamp, transfer and other taxes payable or determined to be payable in connection with the periodic auditing execution and delivery of the Borrower Documents and agrees to hold the Servicer pursuant Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the foregoing is brought against Lender, Debtors, to the extent and in the manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender. If Debtors shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Debtors contained in this Agreement shall be breached, Lender may, in its sole and arbitrary discretion, after 10 days written notice is sent to Debtors, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lender by Debtors immediately upon the Lender's demand therefor, with interest at a rate equal to the highest interest rate set forth in the Note in effect from time to time during the period from and including the date funds are so expended by Lender to the date of repayment, and any such amounts due and owing Lender shall be deemed to be part of the Liabilities secured hereunder, The obligations of Debtors under this Section 5.01(c) or 5.04(c) shall survive' the termination of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit discharge of the Borrower, other obligations of Debtors under the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of TerminationDocuments.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees Debtors agree to pay to the Lender promptly after written demand thereof (i) all reasonable costs out-of-pocket fees and expenses of Lender (includ­ing, but not limited to, UCC filing and search fees and fees and expenses of outside counsel to Lender and paralegals) incurred by Lender in connection with the periodic auditing transactions contemplated in the Financing Agreement and this Agreement. In addition, Debtors shall pay any and all stamp, transfer and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and agrees to hold the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the Borrower foregoing is brought against Lender, Debtors, to the extent and in the Servicer pursuant manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender. If Debtors shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Debtors contained in this Agreement shall be breached, Lender may, in its sole and arbitrary discre­tion, after 10 days written notice is sent to Debtors, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lender by Debtors immediately upon the Lender's demand therefor, with interest at a rate equal to the highest interest rate set forth in the Notes in effect from time to time during the period from and including the date funds are so expended by Lender to the date of repayment, and any such amounts due and owing Lender shall be deemed to be part of the Obligations secured hereunder. The obligations of Debtors under this Section 5.01(c) or 5.04(c) shall survive the termination of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit discharge of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary other obli­gations of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Lender, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered Debtors hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder after the occurrence of an Event of Termination.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification under Article VIII hereof, the Borrower agrees Resellers agree to pay to the Lender promptly after written demand thereof (i) all reasonable costs fees and expenses incurred of counsel to CPC in connection with the periodic auditing enforcement of the Borrower Documents and the Servicer pursuant Indebtedness, including, but not limited to Section 5.01(c(a) or 5.04(creasonable attorney fees and costs incurred upon an Automatic Default, and (b) of this Agreement CPC’s standard wire transfer and the agreed upon procedures reports contemplated check return fees, all as may be established and changed by Section 5.05(e) CPC from time to time. Through execution of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit Resellers agree to audits of the Borrowerbooks and records and properties of Resellers and such other matters as CPC shall deem appropriate in its reasonable credit judgment, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary whether such audits are conducted by employees of the date hereof, and in each case, so long as (x) no CPC or third parties hired by CPC. CPC shall pay such audit fees unless there is an Event of Termination shall have occurred and be continuing and (y) the results Default. If there is an Event of the previous audits were complete and reasonably acceptable to the LenderDefault, and (ii) all reasonable costs and expenses of the Lender in connection with the preparation, execution and delivery (including any requested amendments, waivers or consents) of this Agreement and the other documents to be delivered hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable audit fees and out-of- pocket expenses of special counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees shall be payable by Resellers immediately upon demand therefor by CPC. In addition, Resellers shall pay any and expenses of outside counsel)all stamp, incurred by the Lender transfer and other taxes payable or determined to be payable in connection with the execution and delivery of the Documents and agrees to hold CPC harmless from and against any amendment and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the Facility Documents foregoing is brought against CPC, Resellers, to the extent and in the manner directed by CPC, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by CPC. If Resellers shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Resellers contained in this Agreement shall be breached, CPC may, in its sole and absolute discretion, after 10 days written notice having been sent to Resellers, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; any and all amounts so expended by CPC shall be repayable to CPC by Resellers immediately upon CPC’s demand therefor, with interest at a rate equal to the highest interest rate set forth in this Agreement in effect from time to time during the period from and including the date hereof funds are so expended by CPC to the date of repayment, and any such amounts due and owing CPC shall be deemed to be part of the enforcement Indebtedness secured hereunder. The obligations of Resellers under this Section shall survive the termination of this Agreement and the discharge of the other agreements and documents to be delivered hereunder after obligations of Resellers under the occurrence of an Event of TerminationDocuments.