Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

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 XI IX hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian 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 (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Hedge Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lender in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all reasonable costs and expenses incurred by the Administrative Agent or any Managing Agent in connection with periodic audits of the SellerBorrower’s or the Servicer’s books and records, which are incurred as a result of the execution 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 XI IX hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian 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 (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Hedge Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lender in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all reasonable costs and expenses incurred by the Administrative Agent or any Managing Agent in connection with periodic audits of the SellerBorrower’s or the Servicer’s books and records, which are incurred as a result of the execution of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Article XI Section 9.01 and Section 9.02 hereof, each of the Seller Borrower and Originator the Servicer agrees to pay on demand all reasonable out of and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Custodian Administrator and the Secured Parties Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditingauditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), which shall be limited to two audits per year prior to the occurrence of a Termination Event)syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Custodian Administrator and the Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank, the Collateral Administrator and the Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Custodian Administrator or the Secured Parties Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller Borrower, the Servicer and Originator the Transferor shall pay on demand any and all present and future stamp, sales, excise excise, property and other taxes similar Taxes and fees (“Other Taxes”) payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, enforcement of, filing and recording of this Agreement, the other documents to be delivered hereunder Transaction Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller Servicer and Originator the Transferor shall pay on demand all other reasonable out of and documented out-of-pocket costs, expenses and Taxes (excluding Taxes imposed on or measured by net income taxesor Excluded Taxes) incurred by the Administrative Agent Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral Custodian, the Backup Servicer, the Collateral Administrator and the Secured Parties (“Other Costs”)Account Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent Agent, the Lender Agents and the Lenders in connection with periodic audits of the SellerBorrower’s, the Transferor’s or the Servicer’s books and records. (d) In addition, the Borrower shall pay (i) to the extent not included in the calculation of Yield, any and all commissions of placement agents and dealers in respect of Commercial Paper Notes issued to fund the purchase or maintenance of Advances, and (ii) any and all costs and expenses of any issuing and paying agent or other Person responsible for the administration of the Conduit Lenders’ Commercial Paper Notes program in connection with the preparation, completion, issuance, delivery or payment of Commercial Paper Notes issued to fund the purchase or maintenance of Advances.

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 XI IX hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian 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 (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Hedge Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support Support to the Purchasers Lender in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all reasonable costs and expenses incurred by the Administrative Agent or any Managing Agent in connection with periodic audits of the SellerBorrower’s or the Servicer’s books and records, which are incurred as a result of the execution of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI Section 3.1 hereof, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, delivery and administration (including periodic auditingauditing of Pool Receivables) of this Agreement, which shall be limited to two audits per year prior to any Liquidity Agreement, the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement other Transaction Documents and the other documents and agreements to be delivered hereunder or in connection herewith (herewith, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing any Hedging Agreement)such documents or agreements and the waiving of any provisions thereof, includingand including in all cases, without limitation, Rating Agency fees (including in connection with the reasonable fees execution hereof and out-of-pocket expenses of counsel any amendments hereto) and Attorney Costs for the Administrative Agent, each Purchaser, each Program Support Provider, each Purchaser Agent, the Backup Servicer, the Collateral Custodian any successor Servicer and the Secured Parties their respective Affiliates and agents with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerPurchaser, the Collateral Custodian each Program Support Provider and the Secured Parties their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)Transaction Documents, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expensesAttorney Costs), incurred by of each Purchaser Agent, each Purchaser, each Program Support Provider, the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties any successor Servicer and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)Transaction Documents. (b) The In addition, the Seller and Originator shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other documents or agreements to be delivered hereunder hereunder, and agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderpay such taxes and fees. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. Borrower shall pay within five (a5) In addition to the rights of indemnification granted under Article XI hereofBanking Days after demand, accompanied by an invoice therefor, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, 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 periodic auditinga bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, which and any matter related thereto. The foregoing costs and expenses shall be limited to two audits per year prior to the occurrence include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement pocket expenses and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-out of pocket expenses of any legal counsel for (including reasonably allocated costs of legal counsel employed by the Administrative AgentAgent or any Lender), independent public accountants and other outside experts retained by the Backup ServicerAdministrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Collateral Custodian Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated Group. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the Secured Parties with respect thereto and United States of America for any period with respect to advising which any Lender has failed, for any reason, to provide Borrower with the Administrative Agentappropriate form or forms required by Section 11.21, to the Backup Servicer, the Collateral Custodian and the Secured Parties as extent such forms are then required by applicable Laws to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)establish a complete exemption, and all reasonable out of pocket costs and costs, expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees charges payable or determined to be payable in connection with the execution, delivery, filing and or recording of this Agreement, the any other documents Loan Document or any other instrument or writing to be delivered hereunder or any agreement thereunder, or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by terms set forth in Section 11.11 the Administrative Agent and the Secured Parties (“Other Costs”)Lenders from and against any and all loss, includingliability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, without limitationcost, all costs and expenses incurred expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent in connection with periodic audits 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 Seller’s or the Servicer’s books and recordsDefault Rate.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI VIII hereof, the Seller and Originator Borrower agrees to pay on to the Program Agent and each Managing Agent promptly after written demand thereof (i) all reasonable out costs and expenses incurred in connection with the periodic auditing of pocket 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, without limitation, any such report performed during 2008; provided, that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Program Agent, provided that if an Event of Termination shall have occurred and be continuing or the results of the previous audits were not complete and reasonably acceptable to the Program Agent, then the Borrower shall be responsible for a second audit during such period, and (ii) all reasonable costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Program Agent and the Secured Parties incurred each Managing Agent in connection with the preparation, execution, delivery, administration execution and delivery (including periodic auditingany requested amendments, which shall be limited to two audits per year prior to the occurrence waivers or consents) of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of-pocket expenses of special counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Program Agent and the Secured Parties each Managing Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian Program Agent and each Managing Agent and the Secured Parties related Lenders as to their respective rights and remedies under this Agreement Agreement, and the other documents to be delivered hereunder or in connection herewith agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expensesexpenses of outside counsel), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties Program Agent and each Managing Agent in connection with any amendment to any of the Facility Documents after the Closing Date and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)after the occurrence of an Event of Termination. (b) The Seller and Originator In addition, the Borrower shall pay on demand any and all stamp, sales, excise transfer and other taxes and fees (including, without limitation, UCC filing fees and any penalties associated with the late payment of any UCC filing fees) payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other agreements and documents to be delivered hereunder (including any UCC financing statements) and agrees to indemnify the Program Agent, the Managing Agents, the Lenders and the Liquidity Providers against any liabilities with respect to or resulting from any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred delay by the Administrative Agent Borrower in paying or omission to pay such taxes and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI VIII hereof, the Seller and Originator Borrower agrees to pay on to the Administrative Agent and each Managing Agent promptly after written demand thereof (i) all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties incurred each Managing Agent in connection with the preparation, execution, delivery, administration execution and delivery (including periodic auditingany requested amendments, which shall be limited to two audits per year prior to the occurrence waivers or consents) of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (hereunder, including any Hedging Agreement), including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of-pocket expenses of a single law firm as special counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and each Managing Agent and the Secured Parties related Lenders as to their respective rights and remedies under this Agreement Agreement, and the other documents to be delivered hereunder or in connection herewith agreements executed pursuant hereto, (ii) all reasonable costs and out-of-pocket expenses (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expensesexpenses of a single outside counsel), incurred by the Administrative Agent, Agent and each Managing Agent in connection with any amendment to any of the Backup Servicer, Facility Documents after the Collateral Custodian or Closing Date and (iii) all reasonable costs and out-of-pocket expenses incurred by the Secured Parties Administrative Agent and each Managing Agent in connection with the enforcement of this Agreement and the other agreements and documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)after the occurrence of an Event of Default. (b) The Seller and Originator In addition, the Borrower shall pay on demand any and all stamp, sales, excise transfer and other taxes and fees (including UCC filing fees and any penalties associated with the late payment of any UCC filing fees) payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other agreements and documents to be delivered hereunder (including any UCC financing statements) and agrees to indemnify the Administrative Agent, the Managing Agents, the Lenders and the Liquidity Providers against any liabilities with respect to or resulting from any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred delay by the Administrative Agent Borrower in paying or omission to pay such taxes and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and Agent, the Purchaser Agents, the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent and the Purchaser Agents in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Company agrees to pay on demand (a) all reasonable out of out-of-pocket costs and expenses of the Administrative AgentAgent (including the reasonable fees and out-of-pocket expenses of a single counsel for the Agent (and of local counsel, the Backup Servicerif any, the Collateral Custodian and the Secured Parties incurred who may be retained by said counsel)), in connection with the preparation, execution, delivery, delivery and administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or and any waiver or consent issued in connection withamendment to, this Agreement Agreement, the Committed Notes and the 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 any Hedging reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with the enforcement of this Agreement), including, without limitation, the reasonable 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 Administrative AgentAgent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the Backup Servicerprovisions of Section 5.4, each Obligor agrees to pay, and to hold the Collateral Custodian Agent and the Secured Parties with respect thereto and with respect to advising the Administrative AgentLenders harmless from all liability for, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, salescourt or documentary, excise and other taxes and fees payable intangible, recording, filing or determined to similar Taxes which may be payable in connection with the execution, delivery, filing delivery and recording enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers 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 Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator Section 12.5 shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits survive repayment of the Seller’s Committed Loans, cancellation of the Committed Notes or the Servicer’s books and recordsany termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI VIII hereof, the Seller and Originator Borrower agrees to pay on to the Administrative Agent and each Facility Agent within ten (10) days after demand thereof (i) all reasonable out costs and expenses incurred in connection with the periodic auditing of pocket the Borrower and the Servicer pursuant to Section 5.01(c), 5.04(c) or 5.04(d) of this Agreement, (ii) all reasonable costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties incurred each Facility Agent in connection with the preparation, execution, delivery, administration execution and delivery (including periodic auditingany requested amendments, which shall be limited to two audits per year prior to the occurrence waivers or consents) of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of-pocket expenses of special counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties each Facility Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and each Facility Agent and the Secured Parties related Lenders as to their respective rights and remedies under this Agreement Agreement, and the other documents to be delivered hereunder or in connection herewith agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expensesexpenses of outside counsel), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties Agent and each Facility Agent in connection with any amendment to any of the Facility Documents after the Effective Date and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)after the occurrence of an Event of Termination. (b) The Seller and Originator In addition, the Borrower shall pay on demand any fees (including, without limitation, UCC filing fees and all stamp, sales, excise and other taxes and fees any penalties associated with the late payment of any UCC filing fees) payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other agreements and documents to be delivered hereunder (including any UCC financing statements) and agrees to indemnify the Administrative Agent, the Facility Agents, the Lenders and the Liquidity Providers against any liabilities with respect to or resulting from any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred delay by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent Borrower in connection with periodic audits of the Seller’s paying or the Servicer’s books and recordsomission to pay fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the Lenders and the other Indemnified Parties under Article XI VIII hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative AgentManaging Agents, the Backup Servicer, the Collateral Custodian Lenders and the Secured Parties Administrative Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Eventauditing permitted hereunder), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (herewith, including any Hedging Agreement)rating agency fees, includingauditor fees, without limitation, the annual servicing report referred to in Section 6.11 and out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of one external counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian any Managing Agent and the Secured Parties any Lender with respect thereto and thereto, collectively, with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian any Managing Agent and the Secured Parties any Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties any Managing Agent and any Lender in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator Borrower shall pay on demand any and all commissions of placement agents and dealers in respect of commercial paper notes (to the extent not otherwise received by the applicable Conduit Lender as a portion of Interest) issued to fund or maintain the Advances and any and all stamp, documentary, sales, excise excise, property and other taxes taxes, charges, levies and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties hereunder (“Other CostsTaxes”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofSection 17.1, the Seller and Originator Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Facility Agent in connection with the preparation, execution, delivery, syndication and administration (including periodic auditingof this Agreement, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment any Structured Lender Liquidity Arrangement or modification of, or any waiver or consent issued in connection with, this Agreement 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 herewith (with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Facility Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Facility Agent as to their respective its rights and remedies under this Agreement and the any Structured Lender Liquidity Arrangement or other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)liquidity support facility, and to pay all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by of the Administrative Facility Agent, the Backup ServicerAgents, the Collateral Custodian or the Secured Parties 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 to be delivered hereunder or with respect hereto; provided that in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stampthe case of reimbursement of counsel for the Agents, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”)Lenders other than the Facility Agent, including, without limitation, such reimbursement shall be limited to one counsel for all costs such Agents and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsLenders.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article XI Section 8.01 and Section 8.02 hereof, each of the Seller Borrower, the Servicer and the Originator agrees to pay (i) with respect to the Borrower, on the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Originator, on demand to the extent not paid by the Borrower on the Payment Date pertaining to the Remittance Period in which such cost is incurred, in each case, all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup ServicerLenders, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewaladministration, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerLenders, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by y) the Administrative Agent, the Backup Servicer, the Collateral Custodian enforcement or the Secured Parties in connection with the potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller Borrower shall pay, on the Payment Date pertaining to a Remittance Period, all other costs and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable expenses described in connection with clause (a) above incurred by the execution, delivery, filing and recording of this AgreementAdministrative Agent, the other documents to be delivered hereunder Lenders, the Collateral Agent, the Collateral Custodian and the Account Bank during such Remittance Period or any agreement or other document providing liquidity support, credit enhancement or other similar support prior Remittance Period to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderextent not previously paid. (c) The Seller and Originator Nothing contained in this Section 12.07 shall pay on demand all other reasonable out relate to the payment of pocket costs, expenses and Taxes (excluding income taxes) incurred by under the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Article XI Section 8.01 and Section 8.02 hereof, each of the Seller Borrower and Originator the Servicer agrees to pay on demand all reasonable out of and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, Lenders and the Collateral Custodian and the Secured Parties Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), which shall be limited syndication (pursuant to two audits per year prior to the occurrence of a Termination Eventany agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Backup Servicer, Lenders and the Collateral Custodian and the Secured Parties Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, Lenders and the Collateral Custodian and the Secured Parties Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, Lenders and the Collateral Custodian or the Secured Parties Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (bi) The Seller and Originator Borrower shall pay on demand any Payment Date and (ii) the Servicer and the Transferor shall pay on demand, in each case, any and all stamp, sales, excise and other taxes Taxes (excluding Taxes imposed on or measured by net income) and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder Transaction Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller Servicer and Originator the Transferor (on behalf of the Borrower) shall pay on demand all other reasonable out of out-of-pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent, the Lenders and the Collateral Agent in connection with the execution, delivery, filing and recording of this Agreement and the other Transaction Documents including, in connection with periodic audits of the SellerBorrower’s, the Transferor’s or the Servicer’s books and recordsrecords in accordance with the terms of this Agreement. (d) Any demand or request for payment of any amounts payable pursuant to this Section 11.07 will be made first to the Borrower; provided that the Servicer and the Transferor agree, jointly and severally, to pay such amounts on behalf of the Borrower if the Borrower does not pay such amounts (i) prior to the Facility Maturity Date, on the next Payment Date or (ii) after the Facility Maturity Date, within five Business Days of such demand or request.

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 XI Section 8.01 hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of pocket (and reasonably documented) costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Custodian, the Lender’s Bank and the Secured Parties Lender incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment execution or modification delivery of, or any waiver or consent issued or amendment prepared in connection with, this Agreement 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 that is necessary or requested (including and, with respect to the Lender, actually entered into) by any Hedging Agreement)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, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Custodian, the Lender’s Bank and the Secured Parties Lender with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian Custodian, the Lender’s Bank and the Secured Parties Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Custodian, the Lender’s Bank or the Secured Parties Lender in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with Lender which is specific to this Agreement or the funding or maintenance of Advances Loans hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes taxes (excluding franchise and income taxes) incurred by the Administrative Agent and Lender or the Secured Parties Initial Qualifying Swap Counterparty or any shareholder thereof related to this Agreement, any other Transaction Document or any Qualifying Interest Rate Swap or similar interest rate cap agreement (“Other Costs”), including, without limitation, all costs the reasonable fees and out-of-pocket expenses incurred by of counsel for the Administrative Agent Lender or the Initial Qualifying Swap Counterparty with respect to (i) advising such Person as to its rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection with periodic audits herewith and (ii) the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith; provided, however, that the Borrower shall have no obligation to pay the fees and out-of-pocket expenses of counsel to the Initial Qualifying Swap Counterparty related to the initial negotiation, execution and delivery of any Qualifying Interest Rate Swap. (d) Without limiting any other provision hereof, the Borrower shall pay on demand all costs, expenses and fees of the Seller’s Backup Servicer prior to the occurrence of a Servicer Default and the appointment of the Backup Servicer as Servicer hereunder related to its duties under this Agreement. (e) Any Person making a claim under this Section 9.07 shall submit to the Borrower a notice setting forth in reasonable detail the basis for and the computations of the applicable costs, expenses, taxes or the Servicer’s books and recordssimilar items.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Backup Servicer or any other successor Servicer (whether in its capacity as Backup Servicer or successor Servicer), the Custodian, the Lenders’ Bank, the Collateral Agent, each Lender and its respective Affiliates under Article XI Section 8.01 hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of pocket (and reasonably documented) costs and expenses of the Administrative Agent, the Backup Servicer or such other successor Servicer, the Custodian, the Lenders’ Bank, the Collateral Custodian Agent and the Secured Parties each Lender incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment execution or modification delivery of, or any waiver or consent issued or amendment prepared in connection with, this Agreement 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 that is necessary or requested (including and, with respect to such Lender, actually entered into) by any Hedging Agreement)of the Borrower, the Servicer, the Collateral Agent, such Lender or made necessary or desirable as a result of the actions of any regulatory, tax or accounting body affecting such Lender and its Affiliates, or which is related to an Event of Default, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentBackup Servicer or any other successor Servicer, as applicable, the Backup ServicerCustodian, the Lenders’ Bank, the Collateral Custodian Agent and the Secured Parties each Lender with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer or any other successor Servicer, the Custodian, the Lenders’ Bank, the Collateral Custodian Agent and the Secured Parties each Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer or any other successor Servicer, the Custodian, the Lenders’ Bank, the Collateral Custodian Agent or the Secured Parties any Lender in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with any Lender which is specific to this Agreement or the funding or maintenance of Advances Loans hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes taxes (excluding franchise and income taxes) incurred by any Lender or the Administrative Agent and the Secured Parties Initial Qualifying Swap Counterparty or any shareholder thereof related to this Agreement, any other Transaction Document or any Qualifying Interest Rate Swap or similar interest rate cap agreement (“Other Costs”), including, without limitation, all costs the reasonable fees and out-of-pocket expenses incurred by of counsel for such Lender or the Administrative Agent Initial Qualifying Swap Counterparty with respect to (i) advising such Person as to its rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection with periodic audits herewith and (ii) the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith; provided, however, that the Borrower shall have no obligation to pay the fees and out-of-pocket expenses of counsel to the Initial Qualifying Swap Counterparty related to the initial negotiation, execution and delivery of any Qualifying Interest Rate Swap. (d) Without limiting any other provision hereof, the Borrower shall pay on demand all costs, expenses and fees of the Seller’s Backup Servicer prior to the occurrence of a Servicer Default and the appointment of the Backup Servicer as Servicer hereunder related to its duties under this Agreement. (e) Any Person making a claim under this Section 9.07 shall submit to the Borrower a notice setting forth in reasonable detail the basis for and the computations of the applicable costs, expenses, taxes or the Servicer’s books and recordssimilar items.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand the Agent, the Arranger, the Lenders and the Issuers for all reasonable out and documented out-of pocket costs (including, without limitation, reasonable fees, disbursements and expenses other charges of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred counsel) in connection with the preparation, negotiation, execution, delivery, review, amendment, modification, waiver and administration of the Loan Documents (including periodic auditing, which whether or not the transactions contemplated hereby or thereby shall be limited to two audits per year prior to the occurrence consummated) and activities related thereto (such as, by way of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement example and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without not limitation, the Second Successor Agency and Amendment Agreement and any Servicing Arrangement). The Borrower also agrees to reimburse the Agent, the Lenders and the Issuers for any reasonable fees and documented out-of-pocket expenses (including, without limitation, fees, disbursement and other charges of counsel for counsel) of the Administrative Agent, the Backup Servicer, the Collateral Custodian Lenders and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties Issuers in connection with the collection of the Obligations and enforcement or protection of this Agreement and the other documents to be delivered hereunder or its rights in connection herewith (with the Loan Documents, including during any Hedging Agreement)workout or restructuring in respect of the Loan Documents. (b) The Seller and Originator Borrower shall pay on demand any and all stamp, salesdocumentary, excise court, intangible, filing and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing filing, and recording of this Agreement, any of the Loan Documents and the other documents to be delivered hereunder under any such Loan Documents, and agrees to hold the Agent and each of the Lenders and Issuers harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support failing to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderpay such taxes and fees. (c) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by any Loan Party or the Agent, then such Loan Party or the Agent, as applicable, shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the Agent or any Lender or Issuer, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made. (d) The Seller Borrower shall indemnify the Agent, and Originator each Lender and Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Agent or such Lender or Issuer, as applicable, or required to be withheld or deducted from a payment to the Agent or such Lender or Issuer, as applicable, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Issuer (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender or Issuer, shall be conclusive absent manifest error. (e) If any party hereto determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 10.04 (including by the payment of additional amounts pursuant to this Section 10.04), it shall pay on demand to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred than any interest paid by the Administrative Agent relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this subsection (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority), in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the Secured Parties indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection (“Other Costs”), including, without limitation, all costs and expenses incurred by e) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Administrative Agent in connection with periodic audits indemnifying party or any other Person. (f) This Section 10.04 shall survive termination of the Seller’s or the Servicer’s books and recordsthis 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 XI IX hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian 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, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the costs, fees and expenses of any third-party auditor engaged under the terms of this Agreement and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian 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 (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lender in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all reasonable costs and expenses incurred by the Administrative Agent or any Managing Agent in connection with periodic audits of the Seller’s or the ServicerBorrower’s books and records, which are incurred as a result of the execution of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, to the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent or the Secured Parties in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including any Hedging Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lender in connection with this Agreement or the funding or maintenance of Advances any Funding hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Article XI Section 9.01 and Section 9.02 hereof, each of the Seller Borrower, the Servicer and Originator the Transferor agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank, the Backup Servicer and the Secured Parties Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing, which shall be limited to two audits per year prior to the occurrence auditing and inspections incurred in connection with clauses (h) and (ii) of a Termination EventSection 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank, the Backup Servicer and the Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank, the Backup Servicer or the Secured Parties Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller Borrower, the Servicer and Originator the Transferor shall pay on demand any and all stamp, sales, excise and other taxes Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder Transaction Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller Servicer and Originator the Transferor shall pay on demand all other reasonable out of out-of-pocket costs, expenses and Taxes (excluding Taxes imposed on or measured by net income taxesor Excluded Taxes) incurred by the Administrative Agent Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral Custodian, the Backup Servicer and the Secured Parties (“Other Costs”)Account Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent Agent, the Lender Agents and the Lenders in connection with periodic audits of the SellerBorrower’s, the Transferor’s or the Servicer’s books and records. (d) In addition, the Borrower shall pay (i) to the extent not included in the calculation of Yield, any and all commissions of placement agents and dealers in respect of Commercial Paper Notes issued to fund the purchase or maintenance of Advances, and (ii) any and all costs and expenses of any issuing and paying agent or other Person responsible for the administration of the Conduit Lenders’ Commercial Paper Notes program in connection with the preparation, completion, issuance, delivery or payment of Commercial Paper Notes issued to fund the purchase or maintenance of Advances.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article XI Section 8.01 and Section 8.02 hereof, each of the Seller Borrower, the Servicer and Originator the Transferor agrees to pay (i) with respect to the Borrower, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each case, all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), which shall be limited to two audits per year prior to the occurrence of a Termination Event)syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank or the Secured Parties Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller Borrower, the Servicer and Originator the Transferor shall pay (i) with respect to the Borrower, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each case, any and all stamp, sales, excise and other taxes Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder Transaction Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller Servicer and Originator the Transferor shall pay on demand all other reasonable out of out-of-pocket costs, expenses and Taxes (excluding income taxesTaxes imposed on or measured by net income) incurred by the Administrative Agent Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral Custodian and the Secured Parties (“Other Costs”)Account Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent Agent, the Lender Agents and the Lenders in connection with periodic audits of the SellerBorrower’s, the Transferor’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, to the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent, the Lenders, the other Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Article X hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Backup Servicer, the Collateral Agent, the Lenders and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent, the Lenders and the other Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent, the Lenders and the other Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent, the Lenders or the other Secured Parties in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including any Hedging Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents, or the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand all reasonable out of and documented out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditingfiling, which shall be limited to two audits per year prior to the occurrence of a Termination Event)recording, renewaladministration, modification, amendment or modification ofand/or waiver of this Agreement, or any waiver or consent issued in connection with, this Agreement the Loan Notes and the other documents to be delivered hereunder or in connection herewith (hereunder, including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-out of pocket expenses of one counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agent as to their respective its rights and remedies responsibilities under this Agreement and the other documents Transaction Documents. The Borrower further agrees to be delivered hereunder or in connection herewith (including any Hedging Agreement), and pay on demand all reasonable out of pocket costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties expenses for one counsel) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder or in connection herewith and (including any Hedging Agreement). (bB) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable incurred by the Agent in connection with the execution, delivery, filing transactions described herein and recording of this Agreement, in the other documents to be delivered hereunder Transaction Documents, or any agreement or other document providing liquidity supportpotential Takeout Transaction, credit enhancement or other similar support to the Purchasers including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Agreement Section 9.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or the funding or maintenance its counsel may at any time after an Event of Advances hereunder. (c) The Seller Default shall have occurred and Originator shall pay on demand all other reasonable out of pocket costsbe continuing, expenses and Taxes (excluding income taxes) incurred 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 Agent and assess the Secured Parties reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (“Other Costs”)C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, including, without limitation, all costs as well as certain matters related thereto. The reasonable and documented fees and expenses incurred by of such professional consultants, in accordance with the Administrative Agent in connection with periodic audits provisions of this Section 9.6, shall be at the sole cost and expense of the Seller’s or the Servicer’s books and recordsBorrower.

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Borrower shall pay to the rights of indemnification granted under Article XI hereofAdministrator, the Seller each Group Agent and Originator agrees to pay each Lender on demand all reasonable out of pocket costs and out-of-pocket expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred (excluding Taxes other than Other Taxes) in connection with (i) the preparation, execution, delivery, delivery and administration (including periodic auditingamendments or waivers of any provision) of this Agreement or the other Transaction Documents, which shall be limited to two audits per year prior to (ii) the occurrence perfection (and continuation) of the Administrator’s rights in the Pool Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Group Agent or any member of any Group of the obligations of the Borrower, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Termination EventReceivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), renewalincluding reasonable fees, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees costs and out-of-pocket expenses of external legal counsel for the Administrative Agent, Administrator and any member of any Group relating to any of the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect foregoing or to advising the Administrative AgentAdministrator, the Backup Servicerany member of any Group, the Collateral Custodian and the Secured Parties as to their respective any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under this Agreement and the any Transaction Document or any other documents to be delivered hereunder document, agreement or in connection herewith (including any Hedging Agreement), instrument related thereto and all reasonable out of pocket costs and expenses, if any out-of-pocket expenses (including reasonable external counsel fees and expenses)) of the Administrator, incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties each Group Agent and each Lender in connection with the enforcement or administration of this Agreement the Transaction Documents or any other document, agreement or instrument related thereto. Administrator and each member of each Group agree, however, that unless an Event of Default has occurred and is continuing all of such entities will be represented by a single law firm. The Borrower shall reimburse the other documents to be delivered hereunder 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 herewith (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 Hedging Agreement)Group for advice relating to such Conduit Xxxxxx’s operation in connection with the transactions contemplated by the Transaction Documents. (b) The Seller and Originator In addition, the Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes Other Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other documents or agreements to be delivered hereunder hereunder, and agrees to save each Indemnified Party and Affected Person harmless from and against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderpay such Taxes and fees. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser and its Affiliates and officers, directors, employees and agents thereof under Article XI IX hereof, the Seller and Originator agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Purchaser or its assignees incurred in connection with the preparation, execution, delivery, enforcement, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-–of-–pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Purchaser or its assignees as to their respective its rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Purchaser or the Secured Parties its assignees in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, Agreement and the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of out-of-pocket costs, expenses and Taxes (excluding income taxesTaxes imposed on or measured by net income) incurred by the Administrative Agent Purchaser or its assignees in connection with the execution, delivery, filing and recording of this Agreement and the Secured Parties (“Other Costs”)other documents to be delivered hereunder, including, without limitation, all costs and expenses incurred by the Administrative Agent Purchaser or its assignees in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article XI hereof, the Seller and Originator Borrower (or, if the Borrower fails to do so, Fair) agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Lenders, the Backup Servicer, the Successor Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, third party administration (including such term to include, subject to the proviso below, periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, reasonable expenses for travel and lodging, background checks, auditor fees and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties such Persons with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties such Persons as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and out-of-pocket expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including herewith; provided that, prior to an Event of Default or Unmatured Event of Default, any Hedging Agreement)expenses in connection with periodic audits shall be limited to $25,000 per calendar year; provided further that the Borrower shall not have to pay any amounts to the Administrative Agent with respect to periodic audits if the Administrative Agent has previously conducted a periodic audit of an Affiliate of the Borrower and charged any related costs to such Affiliate or any other Affiliate of the Borrower. (b) The Seller and Originator shall Borrower covenants to pay (or, if the Borrower fails to do so, Fair) on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, Agreement and the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofThe Borrower agrees, the Seller jointly and Originator agrees severally, to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, filing, recording and administration (including periodic auditing, which shall be limited to two audits per year prior to of the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Loan Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)under the Loan Documents, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentLender (who may be in-house counsel), the Backup Servicerand local counsel who may be retained by said counsel, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Lender as to their its respective rights and remedies responsibilities under this Agreement the Loan Documents, and all costs and expenses (including reasonable counsel fees and expenses) for the Lender in connection with the filing of the Financing Statements and the enforcement of the Loan Documents and the other documents to be delivered hereunder or under the Loan Documents, including, without limitation, in connection herewith (including the context of any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agentbankruptcy proceedings. In addition, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents Borrower agrees to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand the expenses described in Section 5.01(b). In addition, the Borrower shall pay any and all stamp, sales, excise 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 Loan Documents and the other documents to be delivered hereunder under the Loan Documents, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderpay such taxes and fees. (cb) The Seller and Originator If, due to payments made by the Borrower pursuant to Section 2.06 or due to acceleration of the maturity of the Advances pursuant to Section 6.01 or due to any other reason, the Lender receives payments of principal of any Loan other than on the last day of an Interest Period relating thereto, the Borrower shall pay to the Lender on demand all other reasonable out any amounts required to compensate the Lender for any additional losses, costs or expenses which it may incur as a result of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”)such payment, including, without limitation, all costs and expenses any loss (including loss of anticipated profits), cost or expense incurred by the Administrative Agent in connection with periodic audits reason of the Seller’s liquidation or reemployment of deposits or other funds acquired by the Servicer’s books and recordsLender to fund or maintain such Loan.

Costs, Expenses and Taxes. (a) In addition to the rights By way of indemnification granted under Article XI hereofclarification, and not of limitation, of Sections 1.7, 1.20 or 3.1, the Seller and Originator agrees shall pay to pay the Administrator, each Purchaser Agent and/or any Purchaser on demand all costs and expenses in connection with (i) the preparation, execution, delivery and administration of this Agreement or the other Transaction Documents and the other documents and agreements to be delivered hereunder and thereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including Attorney Costs for the Administrator, the Purchaser Agents and the Purchasers relating to any of the foregoing or to advising the Administrator or any member of any Purchaser Group (including, any related Liquidity Provider or any other related Program Support Provider) about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all costs and expenses (including counsel fees and expenses) of the Administrator, any Purchaser Agent and any Purchaser in connection with the enforcement or administration of the Transaction Documents or any other document, agreement or instrument related thereto. The 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, subject to the provisos in clause (e) of each of Sections 1 and 2 of Exhibit IV, reimburse the Administrator, each Purchaser Agent and each Purchaser 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 Program Support Agreement on account of any Tax. The Seller shall reimburse each Purchaser on demand for all out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred by such Purchaser in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Transaction Documents or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)transactions contemplated thereby. (b) The In addition, the Seller and Originator shall pay on demand any and all stamp, sales, excise franchise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other documents or agreements to be delivered hereunder hereunder, and agrees to save each Indemnified Party and Affected Person harmless from and against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderpay such taxes and fees. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofto the Deal Agent, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative AgentLiquidity Agents, the Backup Servicer, the Collateral Custodian Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Liquidity Agents, the Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Liquidity Agents, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Liquidity Agents, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Liquidity Agents, the Backup Servicer, the Collateral Custodian Agent or the Secured Parties in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including any Hedging Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lender in connection with this Agreement or the funding or maintenance of Advances any Funding hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties any Issuer or any shareholder of such Issuer (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Deal Agent in connection with periodic audits of the SellerBorrower’s or the Servicer’s books and recordsrecords and the cost of rating such Issuer’s commercial paper with respect to financing any Advance hereunder by independent financial rating agencies.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI VIII hereof, the Seller and Originator Borrower agrees to pay on to the Lender promptly after written demand thereof (i) all reasonable out costs and expenses incurred in connection with the periodic auditing of pocket 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, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Lender in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement execution and the other documents to be delivered hereunder or in connection herewith delivery (including any Hedging Agreement)requested amendments, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder waivers or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement consents) of this Agreement and the other documents to be delivered hereunder or 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 herewith (including with any Hedging Agreement)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. (b) The Seller and Originator In addition, the Borrower shall pay on demand any and all stamp, sales, excise transfer and other taxes and fees (including, without limitation, UCC filing fees and any penalties associated with the late payment of any UCC filing fees) payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other agreements and documents to be delivered hereunder (including any UCC financing statements) and agrees to indemnify the Lender against any liabilities with respect to or resulting from any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred delay by the Administrative Agent Borrower in paying or omission to pay such taxes and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser and its Affiliates and officers, directors, employees and agents thereof under Article XI Section 9.1 hereof, the Seller and Originator agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Purchaser or its assignees incurred in connection with the preparation, execution, delivery, enforcement, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-—of-—pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Purchaser or its assignees as to their respective its rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Purchaser or the Secured Parties its assignees in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, Agreement and the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of out-of-pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent Purchaser or its assignees in connection with the execution, delivery, filing and recording of this Agreement and the Secured Parties (“Other Costs”)other documents to be delivered hereunder, including, without limitation, all costs and expenses incurred by the Administrative Agent Purchaser or its assignees in connection with periodic audits of the Seller’s or the Servicer’s books and records. (d) For the avoidance of doubt, costs and expenses to be paid pursuant to this Section 10.10 shall exclude all allocable overhead costs and expenses.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Article XI Section 9.01 and Section 9.02 hereof, each of the Seller Borrower, the Servicer and Originator the Transferor agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank, the Backup Servicer and the Secured Parties Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing, which shall be limited to two audits per year prior to the occurrence auditing and inspections incurred in connection with clauses (h) and (ii) of a Termination EventSection 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank, the Backup Servicer and the Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank, the Backup Servicer or the Secured Parties Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller Borrower, the Servicer and Originator the Transferor shall pay on demand any and all stamp, sales, excise and other taxes Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder Transaction Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller Servicer and Originator the Transferor shall pay on demand all other reasonable out of out-of-pocket costs, expenses and Taxes (excluding Taxes imposed on or measured by net income taxesor Excluded Taxes) incurred by the Administrative Agent Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral Custodian, the Backup Servicer and the Secured Parties (“Other Costs”)Account Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent Agent, the Lender Agents and the Lenders in connection with periodic audits of the SellerBorrower’s, the Transferor’s or the Servicer’s books and records. (d) In addition, the Borrower shall pay (i) to the extent not included in the calculation of Yield, any and all commissions of placement agents and dealers in respect of Commercial Paper Notes issued to fund the purchase or maintenance of Advances, (ii) any and all costs and expenses of any issuing and paying agent or other Person responsible for the administration of the Conduit Lenders’ Commercial Paper Notes program in connection with the preparation, completion, issuance, delivery or payment of Commercial Paper Notes issued to fund the purchase or maintenance of Advances.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Company agrees to pay on demand all reasonable out of and documented out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties incurred 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, executionexecution and delivery of this Agreement, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any Hedging Agreementamendments, supplements or waivers to any Loan Documents), including, without limitation, the and all reasonable fees 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 counsel for 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 Backup ServicerLead 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 Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agentborrowings hereunder, the Backup Servicer, issuance of the Collateral Custodian Notes or the execution and the Secured Parties as to their respective rights and remedies under this Agreement and the delivery of any other documents Loan Document or any other document provided for herein or delivered or to be delivered hereunder or in connection herewith and (including b) any Hedging Agreement)fees of the Company’s auditors and, and all reasonable out if an Event of pocket Default or Unmatured Event of Default exists, any costs and expenses, if any (including reasonable counsel fees and expenses), incurred by expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent or the Secured Parties any Lender in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred exercise by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent or any Lender of its rights pursuant to Section 10.2. All obligations provided for in connection with periodic audits this Section 14.5 shall survive repayment of the Seller’s Loans, cancellation of the Notes, cancellation or expiration of the Servicer’s books Letters of Credit and recordsany termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofVIII, the Seller and Originator agrees to pay on upon demand unless otherwise deducted from the Advance Amount, all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)hereunder, including, without limitation, : (i) the periodic auditing of the Seller and the modification or amendment of this Agreement; (ii) the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, Purchaser or the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and Master Servicer with respect to (A) advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Purchaser as to their respective its rights and remedies under this Agreement and or (B) the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement or the other documents to be delivered hereunder or in connection herewith hereunder; and (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (biii) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and or recording of this Agreement or the other agreements and documents to be delivered hereunder, and agrees to indemnify and save each Indemnified Party 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. (b) If the Seller or the Subservicer fails to pay any Lockbox Account fees or other charges or debits related to such accounts, or to pay or perform any agreement or obligation contained under this Agreement, the other documents Purchaser may, or may direct the Master Servicer to be delivered hereunder pay or any perform, or cause payment or performance of, such agreement or other document providing liquidity supportobligation, credit enhancement and the expenses of the Purchaser or other similar support to the Purchasers Master Servicer incurred in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator therewith shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred be payable by the Administrative Agent and party which has failed to so perform upon demand unless otherwise deducted from the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsAdvance Amount.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Trustee, the Bank, the Agent, the Note Purchaser, the Collateral Custodian and its Affiliates under Article XI Section 8.01 and Section 8.02 hereof, each of the Seller Borrower, the Servicer and Originator the Transferor agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup ServicerNote Purchaser, the Trustee, the Bank and the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerNote Purchaser, the Trustee, the Bank and the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerNote Purchaser, the Trustee, the Bank and the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup ServicerNote Purchaser, the Trustee, the Bank or the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller Borrower, the Servicer and Originator the Transferor shall pay on demand any and all stamp, sales, excise and other taxes Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement Transaction Document or the funding or maintenance of Advances hereunder. (c) The Seller Servicer and Originator the Transferor shall pay on demand all other reasonable out of out-of-pocket costs, expenses and Taxes (excluding income taxesTaxes imposed on or measured by net income) incurred by the Administrative Agent Agent, the Note Purchaser, the Trustee, the Collateral Custodian and the Secured Parties (“Other Costs”)Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent and the Note Purchaser in connection with periodic audits of the SellerBorrower’s, the Transferor’s or the Servicer’s books and records. (d) For the avoidance of doubt, except with respect to the costs and expenses to be paid to the Trustee and the Collateral Custodian, costs and expenses to be paid pursuant to this Section 11.07 shall exclude all allocable overhead costs and expenses.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI Section 7 hereof, the Seller and Originator agrees to pay on demand demand: (a) all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, negotiation, execution, delivery, delivery and administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents Transaction Documents (together with all amendments, restatements, supplements, consents and waivers, if any, from time to be delivered hereunder or in connection herewith (including any Hedging Agreementtime hereto and thereto), including, without limitation, including (i) the reasonable fees and out-of-pocket expenses of counsel Attorney Costs for the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured other Purchaser Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured other Purchaser Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith Transaction Documents and (including any Hedging Agreement)ii) reasonable and documented accountants’, auditors’ and all reasonable out of pocket costs and expenses, if any (including reasonable counsel consultants’ fees and expenses), incurred by expenses for the Administrative Agent, Agent and the Backup Servicer, other Purchaser Parties and the Collateral Custodian or the Secured Parties fees and charges of any Rating Agency incurred in connection with the enforcement administration and maintenance of this Agreement or advising the Administrative Agent or any other Purchaser Party as to their rights and the remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). Transaction Document and (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise franchise and other taxes Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this AgreementAgreement and the other Transaction Documents, and agrees to 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, the other documents Originator agrees to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out out-of-pocket and documented costs and expenses (including reasonable Attorney Costs), of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”)other Purchaser Parties, including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits the enforcement of any of their respective rights or remedies under the Seller’s or provisions of this Agreement and the Servicer’s books and recordsother Transaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the other Secured Parties, the Backup Servicer and the Collateral Custodian and its or their Affiliates and officers, directors, employees and agents thereof under Article XI X hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Deal Agent and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith herewith, (including any Hedging Agreement), ) including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Deal Agent and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian Deal Agent 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 (including any Hedging Agreement), ) and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Deal Agent or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or or, with respect to any Conduit Lender, any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all reasonable costs and expenses incurred by the Administrative Deal Agent and each Lender Agent in connection with periodic audits of the SellerBorrower’s or the Servicer’s books and recordsrecords (subject to the limitations set forth in Section 7.22), the cost of rating each Conduit Lender’s commercial paper by independent financial rating agencies as may be agreed by the Borrower and such Conduit Lender, which are incurred as a result of the execution of this Agreement, and the amount of any taxes and insurance due and unpaid by an Obligor with respect to any Transferred Loan or Related Property.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, to the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent or the Secured Parties in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including any Hedging Agreementindemnification obligations hereunder or under any other Transaction Document). (b) The Seller and Originator Borrower shall timely pay on demand to the relevant Governmental Authority in accordance with Applicable Law any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity supporthereunder, credit enhancement or other similar support to the Purchasers Lender in connection with this Agreement or the funding or maintenance of Advances hereunderAgreement. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7 or 3.1, each Borrower shall pay to the rights of indemnification granted under Article XI hereofAdministrator, the Seller each Group Agent and Originator agrees to pay each Lender on demand all reasonable out of pocket costs and out-of-pocket expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred (excluding Taxes other than Other Taxes) in connection with (i) the preparation, execution, delivery, delivery and administration (including periodic auditingamendments or waivers of any provision) of this Agreement or the other Transaction Documents, which shall be limited to two audits per year prior to (ii) the occurrence perfection (and continuation) of the Administrator’s rights in the Pool Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Group Agent or any member of any Group of the obligations of each Borrower, the applicable Servicer or the Originators under the Transaction Documents or of any Obligor under a Termination EventReceivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), renewalincluding reasonable fees, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees costs and out-of-pocket expenses of external legal counsel for the Administrative Agent, Administrator and any member of any Group relating to any of the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect foregoing or to advising the Administrative AgentAdministrator, the Backup Servicerany member of any Group, the Collateral Custodian and the Secured Parties as to their respective any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under this Agreement and the any Transaction Document or any other documents to be delivered hereunder document, agreement or in connection herewith (including any Hedging Agreement), instrument related thereto and all reasonable out of pocket costs and expenses, if any out-of-pocket expenses (including reasonable external counsel fees and expenses)) of the Administrator, incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties each Group Agent and each Lender in connection with the enforcement or administration of this Agreement the Transaction Documents or any other document, agreement or instrument related thereto. Administrator and each member of each Group agree, however, that unless an Event of Default has occurred and is continuing all of such entities will be represented by a single law firm. Each Borrower shall reimburse the other documents to be delivered hereunder 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 herewith (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 Hedging Agreement)Group for advice relating to such Conduit Lender’s operation in connection with the transactions contemplated by the Transaction Documents. (b) The Seller and Originator In addition, each Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes Other Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other documents or agreements to be delivered hereunder hereunder, and agrees to save each Indemnified Party and Affected Person harmless from and against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderpay such Taxes and fees. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI VIII hereof, the Seller and Originator Borrower agrees to pay on to the Program Agent and each Managing Agent promptly after written demand thereof (i) all reasonable out costs and expenses incurred in connection with the periodic auditing of pocket the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Program Agent, provided that if an Event of Termination shall have occurred and be continuing or the results of the previous audits were not complete and reasonably acceptable to the Program Agent, then the Borrower shall be responsible for a second audit during such period, provided, further that in connection with any increase of the Aggregate Commitment pursuant to Section 2.03(b) or 2.03(c) of this Agreement, the Borrower shall be responsible for the reasonable costs and expenses incurred in connection with one additional audit performed in connection therewith so long as such additional audit occurs after January 1, 2011, and (ii) all reasonable costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Program Agent and the Secured Parties incurred each Managing Agent in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement execution and the other documents to be delivered hereunder or in connection herewith delivery (including any Hedging Agreement)requested amendments, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder waivers or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement consents) of this Agreement and the other documents to be delivered hereunder or hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Program Agent and each Managing Agent with respect thereto and with respect to advising the Program Agent and each Managing Agent and the related Lenders as to their respective rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Program Agent and each Managing Agent in connection herewith (including with any Hedging Agreement)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. (b) The Seller and Originator In addition, the Borrower shall pay on demand any and all stamp, sales, excise transfer and other taxes and fees (including, without limitation, UCC filing fees and any penalties associated with the late payment of any UCC filing fees) payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other agreements and documents to be delivered hereunder (including any UCC financing statements) and agrees to indemnify the Program Agent, the Managing Agents, the Lenders and the Liquidity Providers against any liabilities with respect to or resulting from any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred delay by the Administrative Agent Borrower in paying or omission to pay such taxes and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand all reimburse the Agent for any reasonable out of pocket costs and expenses of the Administrative Agentcosts, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees internal charges and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses)time charges of attorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties Agent in connection with the preparation, negotiation, execution, delivery, review, amendment, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Agent, the Lenders and the Issuers for any reasonable costs, internal charges and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys for the Agent, the Lenders and the Issuers which attorneys may be employees of the Agent, the Lenders and the Issuers) paid or incurred by the Agent, the Arrangers, any Lender or Issuer in connection with the collection of the Obligations and enforcement of this Agreement and the other documents to be delivered hereunder Loan Documents, including during any workout or restructuring in connection herewith (including any Hedging Agreement)respect of the Loan Documents. (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing filing, and recording of this Agreement, any of the Loan Documents and the other documents to be delivered hereunder under any such Loan Documents, and agrees to hold the Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support failing to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderpay such taxes and fees. (c) The Seller All payments by the Borrower to or for the account of any Lender, Issuer or the Agent hereunder or under any Note or Reimbursement Agreement shall be made free and Originator clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any such payable hereunder to any Lender, Issuer or the Agent, upon notice from the Agent to the Borrower (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this paragraph) such Lender, Issuer or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay on demand all other reasonable out the full amount deducted to the relevant authority in accordance with applicable law and (iv) the Borrower shall furnish to the Agent the original copy of pocket costs, expenses and Taxes a receipt evidencing payment thereof within 30 days after such payment is made. (excluding income taxesd) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits This Section 10.04 shall survive termination of the Seller’s or the Servicer’s books and recordsthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article XI Section 8.01 and Section 8.02 hereof, the Seller and Originator Borrower agrees to pay on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred all reasonable and documented out of pocket costs and expenses of the Administrative Agent, the Backup ServicerCollateral Agent, the Account Bank and the Collateral Custodian and the Secured Parties incurred in connection with (x) the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior auditing subject to the occurrence of a Termination Eventlimitations in Section 6.11), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, includinglimited, without limitationin the case of expenses of counsel, to the reasonable and documented fees and out-of-pocket expenses of one outside counsel for the Administrative Agent and the Lenders, and one outside counsel for the Collateral Agent, the Backup Servicer, Account Bank and the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out (y) the enforcement or potential enforcement of pocket costs and expenses, if this Agreement or any (including reasonable counsel fees and expenses), incurred Transaction Document by the Administrative Agent, the Backup ServicerLenders, the Collateral Agent, the Account Bank and the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator Nothing contained in this Section 12.07 shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support relate to the Purchasers in connection with this Agreement or payment of Taxes under the funding or maintenance of Advances hereunderTransaction Documents. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofThe Borrower (failing whom, the Seller Originators) shall reimburse the Administrative Agent, each Managing Agent and Originator agrees to pay on demand each Lender for all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement negotiation and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement preparation of this Agreement and the other documents Related Documents (including the reasonable fees and expenses of all of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Borrower shall reimburse each Lender, each Managing Agent and the Administrative Agent for all fees, costs and expenses, including the fees, costs and expenses of counsel or other advisors (including environmental and management consultants and appraisers) for advice, assistance, or other representation in connection with: (i) the forwarding to the Borrower or any other Person on behalf of the Borrower by any Lender of any proceeds of Advances made by such Xxxxxx xxxxxxxxx; (ii) any amendment, modification or waiver of, consent with respect to, or termination of this Agreement or any of the other Related Documents or advice in connection with the administration hereof or thereof or their respective rights hereunder or thereunder; (iii) any Litigation, contest or dispute (whether instituted by the Borrower, any Lender, any Managing Agent, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Borrower Collateral, any of the Related Documents or any other agreement to be executed or delivered hereunder or in connection herewith (or therewith, including any Hedging Agreement)Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the Borrower, the Servicer or any other Person that may be obligated to any Lender, any Managing Agent or the Administrative Agent by virtue of the Related Documents, including any such Litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the transactions contemplated hereby; (iv) any attempt to enforce any remedies of a Lender, a Managing Agent or the Administrative Agent against the Borrower, the Servicer or any other Person that may be obligated to them by virtue of any of the Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby; (v) any work-out or restructuring of the transactions contemplated hereby; and (vi) efforts to (A) monitor the Advances or any of the Borrower Obligations, (B) evaluate, observe or assess the Originators, the Parent, the Borrower, or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Borrower Collateral; including all reasonable attorneys’ and other professional and service providers’ fees arising from such services, including those in connection with any appellate proceedings, and all reasonable expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to any of the events or actions described in this Section 12.04, all of which shall be payable, on demand, by the Borrower (failing whom, the Originators) to the applicable Lender, the applicable Managing Agent or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: reasonable fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services. (b) The Seller and Originator In addition, the Borrower (failing whom, the Originators) shall pay on demand any and all stamp, court or documentary, intangible, recording, filing, sales, excise and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and filing, performance, enforcement or recording of this Agreement, the other documents to be delivered hereunder Agreement or any agreement other Related Document, from the receipt or other document providing liquidity supportperfection of a security interest under, credit enhancement or other similar support to the Purchasers in connection otherwise with this Agreement respect to, any Related Document, excluding taxes imposed on or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred measured by the Administrative Agent net income, gross receipts or franchise taxes of any Affected Party by the jurisdictions under the laws of which such Affected Party is organized, tax resident or doing business or, in each case, by any political subdivisions thereof, and the Secured Parties Borrower (“Other Costs”)failing whom, including, without limitation, each Originator) agrees to indemnify and save each Indemnified Person harmless from and against any and all costs liabilities with respect to or resulting from any delay or failure to pay such taxes and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI VIII hereof, the Seller and Originator Borrower agrees to pay on to the Administrative Agent and each Managing Agent promptly after written demand thereof (i) all reasonable out of pocket and documented costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties incurred each Managing Agent in connection with the preparation, execution, delivery, administration execution and delivery (including periodic auditingany requested amendments, which shall be limited to two audits per year prior to the occurrence waivers or consents) of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (hereunder, including any Hedging Agreement), including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of-pocket expenses of a single law firm as special counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and each Managing Agent and the Secured Parties related Lenders as to their respective rights and remedies under this Agreement Agreement, and the other documents to be delivered hereunder or in connection herewith agreements executed pursuant hereto, (ii) all reasonable and documented costs and out-of-pocket expenses (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expensesexpenses of a single outside counsel), incurred by the Administrative Agent, Agent and each Managing Agent in connection with any amendment to any of the Backup Servicer, Facility Documents prior to and following the Collateral Custodian or Restatement Date and (iii) all reasonable and documented costs and out-of-pocket expenses incurred by the Secured Parties Administrative Agent and each Managing Agent in connection with the enforcement of this Agreement and the other agreements and documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)after the occurrence of an Event of Default. (b) The Seller and Originator In addition, the Borrower shall pay on demand any and all stamp, sales, excise transfer and other taxes and fees (including UCC filing fees and any penalties associated with the late payment of any UCC filing fees) payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other agreements and documents to be delivered hereunder (including any UCC financing statements) and agrees to indemnify the Administrative Agent, the Managing Agents, the Lenders and the Liquidity Providers against any liabilities with respect to or resulting from any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred delay by the Administrative Agent Borrower in paying or omission to pay such taxes and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsfees.

Costs, Expenses and Taxes. (a) In addition to The Originator Performance Guarantor shall reimburse the rights of indemnification granted under Article XI hereof, the Seller and Originator agrees to pay on demand Issuer for all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses incurred in connection with the negotiation and preparation of counsel this Guaranty (including the reasonable fees and expenses of all of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Originator Performance Guarantor is also liable for all of its own out-of-pocket expenses incurred in connection with the Administrative Agentnegotiation, the Backup Servicer, the Collateral Custodian preparation and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies carrying out of its obligations under this Agreement Guaranty (including the reasonable fees and the other documents to be delivered hereunder or expenses of all of its special counsel, advisors, consultants and auditors retained in connection herewith (including any Hedging Agreementwith the transactions contemplated thereby and advice in connection therewith). The Originator Performance Guarantor shall reimburse the Issuer for all fees, and all reasonable out of pocket costs and expenses, if including the fees, costs and expenses of counsel or other advisors for advice, assistance, or other representation in connection with: (i) any (including reasonable counsel fees and expenses)amendment, incurred by the Administrative Agentmodification or waiver of, the Backup Servicerconsent with respect to, the Collateral Custodian or the Secured Parties termination of this Guaranty or advice in connection with the enforcement administration thereof or its rights hereunder or thereunder; and (ii) any Litigation, contest or dispute (whether instituted by the Originator Performance Guarantor, the Issuer or any other Person as a party, witness, or otherwise) in any way relating to this Guaranty or any other agreement to be executed or delivered in connection herewith, including any Litigation, contest, dispute, suit, case or proceeding and any appeal or review thereof, in connection with a case commenced by or against the Originator Performance Guarantor or any other Person that may be obligated to the Issuer by virtue of this Agreement and the other documents to be delivered hereunder Guaranty, including any such Litigation, contest, dispute, suit or proceeding arising in connection herewith (with any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Events of Default; including all attorneys’ and other professional and service providers’ fees arising from such services, including those in connection with any Hedging Agreement)appellate proceedings, and all expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to any of the events or actions described in this Section 3.4, all of which shall be payable, on demand, by the Originator Performance Guarantor to the Issuer. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: fees, costs and expenses of accountants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or telecopy charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services. (b) The Seller and In addition, the Originator Performance Guarantor shall pay on demand any and all stamp, sales, excise and other taxes (excluding income taxes) and fees payable or determined to be payable in connection with the execution, delivery, filing and or recording of this AgreementGuaranty, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, Originator Performance Guarantor agrees to indemnify and save the Issuer harmless from and against any and all costs liabilities with respect to or resulting from any delay or failure to pay such taxes and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Facility Agent, the other Agents and Secured Parties, the Collateral Custodian, the Securities Custodian, the Backup Servicer, any Successor Servicer and its or their Affiliates and officers, directors, employees and agents thereof under Article XI IX hereof, the Seller and Originator Borrower agrees to pay on demand pay, in accordance with the Priority of Payments, all reasonable out of pocket and documented costs and expenses of the Administrative Facility Agent, the Backup Servicerother Agents and Secured Parties, the Collateral Custodian Custodian, the Securities Custodian, the Backup Servicer and the Secured Parties any Successor Servicer incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (herewith, including any Hedging Agreement), including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Facility Agent, the Backup Servicerother Agents and Secured Parties, the Collateral Custodian Custodian, the Securities Custodian, the Backup Servicer and the Secured Parties any Successor Servicer with respect thereto and with respect to advising the Administrative Facility Agent, the Backup Servicerother Agents and Secured Parties, the Collateral Custodian Custodian, the Securities Custodian, the Backup Servicer and the Secured Parties any Successor Servicer as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Facility Agent, the Backup Servicerother Agents and Secured Parties, the Collateral Custodian or Custodian, the Secured Parties Securities Custodian, the Backup Servicer and any Successor Servicer in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator Borrower shall pay on demand pay, in accordance with the Priority of Payments, any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Support Facility in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator Borrower shall pay on demand pay, in accordance with the Priority of Payments, all other reasonable out of pocket costs, expenses and Taxes taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”taxes or other taxes that would not be indemnified under Section 2.13), including, without limitation, including all reasonable costs and expenses incurred by the Administrative Facility Agent or any Managing Agent in connection with periodic audits of the SellerBorrower’s or the Servicer’s books and records, which are incurred as a result of the execution of this Agreement. (d) The Borrower shall pay, in accordance with the Priority of Payments, to the Rating Agency all rating monitoring fees and expenses of such Rating Agency in connection with the maintenance of its respective rating of the Rated Facility.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Article XI Section 8.01 and Section 8.02 hereof, each of the Seller Borrower, the Servicer and Originator the Transferor agrees to pay on demand all reasonable out of and documented out-of-pocket costs and expenses of the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), which shall be limited to two audits per year prior to the occurrence of a Termination Event)syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and reasonable and documented out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of invoiced out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank or the Secured Parties Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including herewith. Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, the Borrower shall only be obligated to reimburse any Hedging Agreement)Lender or Lender Agent pursuant to this Section 11.07(a) to the extent such Lender or Lender Agent is Xxxxx Fargo or an Affiliate thereof. (b) The Seller Borrower, the Servicer and Originator the Transferor shall pay on demand any and all stamp, sales, excise and other taxes Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder Transaction Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller Servicer and Originator the Transferor shall pay on demand all other reasonable out of and documented out-of-pocket costs, expenses and Taxes (excluding income taxesTaxes imposed on or measured by net income) incurred by the Administrative Agent Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral Custodian and the Secured Parties (“Other Costs”)Account Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent Agent, the Lender Agents and the Lenders in connection with periodic audits of the SellerBorrower’s, the Transferor’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Company agrees to pay on demand (a) all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration Agent (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentAgent (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 Backup Servicer, the Collateral Custodian Notes and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith and (including any Hedging Agreement), and b) all reasonable out of out-of-pocket costs and expenses, if any expenses (including reasonable counsel attorneys’ fees and expenses), legal expenses and allocated costs of staff counsel) incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties Agent and each Bank in connection with 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 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 or in connection herewith (including herewith. All obligations provided for in this Section 13.5 shall survive repayment of the Loans, cancellation of the Notes or any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording termination of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Purchaser and its Affiliates and officers, directors, employees and agents thereof under Article XI Section 9.1 hereof, the Seller and Originator agrees to pay on demand all reasonable out of reasonable, invoiced out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Purchaser or its assignees incurred in connection with the preparation, execution, delivery, enforcement, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-—of-—pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Purchaser or its assignees as to their respective its rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of invoiced out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Purchaser or the Secured Parties its assignees in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes similar Taxes (“Other Taxes”) and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, Agreement and the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of reasonable, invoiced out-of-pocket costs, expenses and other Taxes (excluding income taxesother than Excluded Taxes or Indemnified Taxes) incurred by the Administrative Agent Purchaser or its assignees in connection with the execution, delivery, filing and recording of this Agreement and the Secured Parties (“Other Costs”)other documents to be delivered hereunder, including, without limitation, all costs and expenses incurred by the Administrative Agent Purchaser or its assignees in connection with periodic audits of the Seller’s or the Servicer’s books and records. (d) For the avoidance of doubt, costs and expenses to be paid pursuant to this Section 10.10 shall exclude all allocable overhead costs and expenses.

Costs, Expenses and Taxes. (a) In addition to the rights By way of indemnification granted under Article XI hereofclarification, and not of limitation, of Sections 1.7, 1.20 or 3.1, the Seller shall pay to the Administrator, each Purchaser Agent and/or any Purchaser on demand all reasonable costs and Originator agrees expenses in connection with (i) the preparation, execution, delivery and administration of this Agreement or the other Transaction Documents and the other documents and agreements to be delivered hereunder and thereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof), (ii) the sale of the Purchased Interest (or any portion thereof) by the Seller, (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 Attorney Costs for the Administrator, the Purchaser Agents and the Purchasers relating to any of the foregoing or to advising the Administrator or any member of any Purchaser Group (including, any related Liquidity Provider or any other related Program Support Provider) about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all reasonable costs and expenses (including Attorney Costs) of the Administrator, any Purchaser Agent and any Purchaser in connection with the enforcement or administration of the Transaction Documents or any other document, agreement or instrument related thereto. The 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, subject to the provisos in clause (e) of each of Sections 1 and 2 of Exhibit IV, reimburse the Administrator, each Purchaser Agent and each Purchaser 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, that the Administrator shall discuss the scope and cost of any such audit prior to commencement (it being understood that failure to discuss the scope or cost of any such audit shall not relieve the Seller of its obligation to pay such amounts). 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 Tax. The Seller shall reimburse each Purchaser on demand for all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred by such Purchaser in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Transaction Documents or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)transactions contemplated thereby. (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Trustee, the Bank, the Agent, the Lenders, the Collateral Custodian and their respective Affiliates under Article XI Section 8.01 and Section 8.02 hereof, each of the Seller Borrower, the Servicer and Originator the Transferor agrees to pay on demand all reasonable out of reasonable, invoiced out-of-pocket costs and expenses of the Administrative Agent, the Backup ServicerLenders, the Trustee, the Bank and the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerLenders, the Trustee, the Bank and the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, the Trustee, the Bank and the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of invoiced out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup ServicerLenders, the Trustee, the Bank or the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller Borrower, the Servicer and Originator the Transferor shall pay on demand any and all stamp, sales, excise and other taxes similar Taxes (“Other Taxes”) and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement Transaction Document or the funding or maintenance of Advances hereunder. (c) The Seller Servicer and Originator the Transferor shall pay on demand all other reasonable out of reasonable, invoiced out-of-pocket costs, expenses and other Taxes (excluding income taxesother than Excluded Taxes or Indemnified Taxes) incurred by the Administrative Agent Agent, the Lenders, the Trustee, the Collateral Custodian and the Secured Parties (“Other Costs”)Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent and the Lenders in connection with periodic audits of the SellerBorrower’s, the Transferor’s or the Servicer’s books and records. (d) For the avoidance of doubt, except with respect to the costs and expenses to be paid to the Trustee and the Collateral Custodian, costs and expenses to be paid pursuant to this Section 11.07 shall exclude all allocable overhead costs and expenses.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The BORROWER hereby agrees to pay on demand all reasonable out of reasonable, documented out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, filing, recording and administration (including periodic auditing, which shall be limited to two audits per year prior to of any of the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)LOAN DOCUMENTS, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentBANK, the Backup Servicerand local counsel who may be retained by said counsel, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties BANK as to their respective its rights and remedies responsibilities under this Agreement and any of the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)LOAN DOCUMENTS, and all reasonable out of reasonable, documented out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses)any, incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and any of the other documents to be delivered hereunder LOAN DOCUMENTS, including, without limitation, "work‑out," insolvency or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator bankruptcy proceedings. In addition, without duplication of SECTION 8.09, the BORROWER shall pay on demand any and all stamp, sales, excise stamp and other taxes TAXES and fees payable or reasonably determined to be payable in connection with the execution, delivery, filing filing, and recording of this Agreement, any of the LOAN DOCUMENTS and the other documents to be delivered hereunder under any of the LOAN DOCUMENTS other than any TAXES imposed as a result of an assignment of the LOAN or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. CREDIT LINE (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”"OTHER TAXES"), including, without limitation, and agrees to save the BANK harmless from and against any and all costs and expenses incurred by the Administrative Agent liabilities with respect to or resulting from any delay in connection with periodic audits of the Seller’s paying or the Servicer’s books and recordsomission to pay such OTHER TAXES.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, executionissuance, delivery, filing, recording, and administration (including periodic auditingof this Agreement, the Loans and any other documents which shall may be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued delivered in connection with, with this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentAgent incurred in connection with the preparation and negotiation of this Agreement, the Backup Servicer, the Collateral Custodian Loans and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be any document delivered hereunder or in connection herewith (including any Hedging Agreement), therewith and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), expenses incurred by the Administrative AgentAgent (and, in the Backup Servicercase of clause (c) or (d) below, any Lender) (including reasonable fees and out of pocket expenses of counsel) in connection with (a) with the Collateral Custodian use of Intralinks Inc., SyndTrak or the Secured Parties other similar information transmission systems in connection with the enforcement Loan Documents, (b) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement and the other documents to be delivered hereunder or in connection herewith Loans, (including any Hedging Agreement). (bc) The Seller and Originator shall pay on demand any and all stampamounts 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, sales(d) the enforcement of, excise 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 other documents to be delivered hereunder Loans or any agreement or of such other document providing liquidity supportdocuments, credit enhancement or other similar support and agree to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by save the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, Lenders harmless from and against any and all costs liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and expenses incurred by fees. Without prejudice to the Administrative Agent in connection with periodic audits survival of any other agreement of the Seller’s or Borrower hereunder, the Servicer’s books agreements and recordsobligations of the Borrower contained in this Section shall survive the payment in full of the Obligations and the termination of the Aggregate Commitments.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Company agrees to pay on demand or reimburse the Agents for paying: (i) all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Agents in connection with (A) the preparation, execution, delivery, and administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)Loan Papers, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agents with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agents as to their respective rights Rights and remedies responsibilities under this Agreement and the other documents Loan Papers, and (B) any amendment, modification, supplement, or waiver of any of the terms of this Agreement (limited in the case of legal fees and expenses, to be delivered hereunder or the reasonable fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as counsel to the Paying Agent and the Banks, one firm of aviation counsel, and, if necessary, a single local counsel in connection herewith (including any Hedging Agreementeach appropriate jurisdiction), and (ii) all reasonable out of pocket costs and expenses, if any expenses of the Banks and the Agents (including reasonable counsel’s fees, and including reasonable allocated in-house counsel fees and expenses), incurred by the Administrative for any Bank or any Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties ) in connection with the enforcement of this Agreement and the other documents Loan Papers (limited in the case of legal fees and expenses, to be delivered hereunder 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 in connection herewith (including any Hedging Agreementperceived conflict of interest, an additional counsel to all such similarly situated affected parties). (b) The Seller and Originator ). In addition, the Company shall pay on demand any and all stamp, sales, excise and other taxes and fees Taxes payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of this Agreement, Agreement and the other documents 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 delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers payable in connection with the execution and delivery of this Agreement or the funding or maintenance of Advances hereunder. (c) any other Loan Paper. The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits obligations of the Seller’s or Company under this Section 9.4 shall survive the Servicer’s books and recordstermination of this Agreement and/or repayment of the Loans.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI VIII hereof, the Seller and Originator Borrower agrees to pay on to the Program Agent and each Managing Agent promptly after written demand thereof (i) all reasonable out costs and expenses incurred in connection with the periodic auditing of pocket the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Program Agent, provided that if an Event of Termination shall have occurred and be continuing or the results of the previous audits were not complete and reasonably acceptable to the Program Agent, then the Borrower shall be responsible for a second audit during such period, and (ii) all reasonable costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Program Agent and the Secured Parties incurred each Managing Agent in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement execution and the other documents to be delivered hereunder or in connection herewith delivery (including any Hedging Agreement)requested amendments, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder waivers or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement consents) of this Agreement and the other documents to be delivered hereunder or hereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of- pocket expenses of special counsel for the Program Agent and each Managing Agent with respect thereto and with respect to advising the Program Agent and each Managing Agent and the related Lenders as to their respective rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Program Agent and each Managing Agent in connection herewith (including with any Hedging Agreement)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. (b) The Seller and Originator In addition, the Borrower shall pay on demand any and all stamp, sales, excise transfer and other taxes and fees (including, without limitation, UCC filing fees and any penalties associated with the late payment of any UCC filing fees) payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other agreements and documents to be delivered hereunder (including any UCC financing statements) and agrees to indemnify the Program Agent, the Managing Agents, the Lenders and the Liquidity Providers against any liabilities with respect to or resulting from any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred delay by the Administrative Agent Borrower in paying or omission to pay such taxes and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, to the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith (including any Hedging Agreement)or therewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith (including any Hedging Agreement)or therewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent or the Secured Parties in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including any Hedging Agreementindemnification obligations hereunder or under any other Transaction Document). (b) The Seller and Originator Borrower shall timely pay on demand to the relevant Governmental Authority in accordance with Applicable Law any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity supporthereunder, credit enhancement or other similar support to the Purchasers Lender in connection with this Agreement or the funding or maintenance of Advances hereunderAgreement. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights ------------------------- of indemnification granted under Article XI Section 3.01 hereof, the Seller and Originator Transferor agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties incurred Transferees and their respective Affiliates in connection with the preparation, execution, delivery, amendment and administration (including periodic auditingauditing of Receivables) of this Agreement, which shall be limited to two audits per year prior any transfer agreement or similar agreement relating to the occurrence transfer of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued interests in connection with, this Agreement Receivables and the other documents and agreements to be delivered hereunder or in connection herewith (including any Hedging Agreement)and thereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Transferees and the Secured Parties their respective Affiliates and agents with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian Transferees and the Secured Parties their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by ) of the Administrative Agent, the Backup ServicerTransferees and their respective Affiliates and agents, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement Agreement, and the other documents and agreements to be delivered hereunder or in connection herewith (including any Hedging Agreement)hereunder. (b) The Seller and Originator Transferor shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other documents or agreements to be delivered hereunder hereunder. The Transferor agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any agreement delay in paying or omission to pay such taxes and fees, any and all stamp and other document providing liquidity support, credit enhancement or other similar support to the Purchasers taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the funding other documents or maintenance of Advances agreements to be delivered hereunder. The Transferor agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article XI Section 8.01 and Section 8.02 hereof, the Seller and Originator Borrower agrees to pay pay, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred, all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup ServicerLenders, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including periodic auditing), which shall be limited to two audits per year prior to the occurrence of a Termination Event)syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerLenders, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by y) the Administrative Agent, the Backup Servicer, the Collateral Custodian enforcement or the Secured Parties in connection with the potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator Borrower shall pay pay, on demand any and all stampthe Payment Date pertaining to a Remittance Period, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, and documented costs and expenses and Taxes (excluding income taxes) incurred by the Administrative Agent Agent, the Lenders, the Collateral Agent, the Collateral Custodian and the Secured Parties (“Other Costs”)Account Bank during such Remittance Period or any prior Remittance Period to the extent not previously paid, including, without limitation, all costs and expenses incurred by the Administrative Agent and the Lenders in connection with periodic audits of the SellerBorrower’s, the Transferor’s or the Servicer’s books and records. (c) Nothing contained in this Section 12.07 shall relate to the payment of Taxes under the Transaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Article XI Section 2.09, Section 2.10 and Section 8.01 hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of and documented out-of-pocket costs and expenses of the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), which shall be limited to two audits per year prior to the occurrence of a Termination Event)syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket documented expenses of counsel for the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank and the Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of and documented out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup ServicerLenders, the Lender Agents, the Collateral Custodian Agent, the Account Bank or the Secured Parties Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and filing, enforcement or recording of, or any performance, receipt or perfection of a security interest under, this Agreement, Agreement or the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Transaction Documents in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator Borrower shall pay on demand demand, and indemnify each Indemnified Person, its assignees and participants, and their respective successors on a net after-Tax basis for, all other reasonable out of out-of-pocket costs, costs and expenses and Taxes (excluding income taxes) incurred by the Administrative Agent Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral Custodian and the Secured Parties (“Other Costs”)Account Bank, including, without limitation, all costs and expenses incurred by the Administrative Agent Agent, the Lender Agents and the Lenders in connection with periodic audits of the SellerBorrower’s or the ServicerCollateral Manager’s books and records. (d) For the avoidance of doubt, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Collateral Custodian and the Account Bank shall not be permitted to seek indemnification under this Section 12.07 for amounts previously paid pursuant to Section 2.09, 2.10 or 8.01.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller The Borrowers jointly and Originator agrees severally agree to pay on written demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Agent in connection with the preparation, execution, delivery, administration (including periodic auditingadministration, which shall be limited to two audits per year prior to modification and amendment of this Agreement, the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Notes and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agent as to their respective rights and remedies responsibilities under this Agreement Agreement. The Borrowers jointly and severally agree to pay all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of the Banks), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder hereunder. Such costs or in connection herewith (including any Hedging Agreement), expenses shall be paid jointly and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred severally by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)Borrowers. (b) The Seller and Originator shall pay If any payment of principal of any Eurocurrency Rate Advance is made other than on demand the last day of the Interest Period for such Advance, as a result of a payment pursuant to Section 2.09 or acceleration of the maturity of the Advances pursuant to Section 6.01 or for any and all stampother reason, sales, excise and other taxes and fees payable or determined to be payable if the Banks receive payments from an Added Bank in connection with the execution, delivery, filing and recording purchase of this Agreementa participation in Eurocurrency Rate Advances by such Added Bank pursuant to Section 2.05(d), the other documents Borrowers shall be jointly and severally obligated, upon demand by any Bank (with a copy of such demand to the Administrative Agent), to pay to the Administrative Agent for the account of such Bank any amounts as such Bank shall reasonably determine in good faith to be delivered hereunder required to compensate such Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment. Such indemnification shall include, without limitation, any agreement loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other document providing liquidity supportfunds acquired by any Bank to fund or maintain such Advance; provided, credit enhancement however, that any indemnification for such losses, costs and expenses shall be limited to an amount equal to (i) the principal amount of the Advance paid by the Borrowers or other similar support the amount of the participation purchased by such Added Bank, as the case may be, times (ii) the number of days remaining in the Interest Period applicable to such Advance, divided by 360, times (iii) the interest differential between the interest rate applicable to such Advance and the rate of interest which would apply on an Advance to the Purchasers Borrowers of the same Type requested on the date of such payment by the Borrowers for an Interest Period which most nearly approximates the remaining term of the Interest Period applicable to the Advance paid by the Borrowers. A certificate describing in connection with reasonable detail the amount of such losses, costs and expenses, and specifying therein the Type of loan in reference to which such Bank shall have made its calculations thereof (the “Reference Investment”), submitted to the Borrowers and the Administrative Agent by such Bank, shall create a rebuttable presumption of the rate applicable to the Reference Investment identified therein. In making any determination under this Agreement Section 8.04(b), each Bank shall use reasonable efforts to minimize the amount payable by the Borrowers hereunder to such Bank, provided that such action does not result in any additional cost, loss or the funding or maintenance of Advances hereunderexpense for such Bank and is not otherwise disadvantageous to such Bank. (c) The Seller Borrowers jointly and Originator shall pay on demand all other reasonable out severally agree to indemnify and hold harmless each of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent Agent, each Bank, and the Secured Parties each of their directors, officers and employees from and against any and all claims, damages, liabilities and expenses (“Other Costs”), including, without limitation, all reasonable fees and disbursements of outside counsel and reasonable allocated costs and expenses of in-house counsel) which may be incurred by or asserted against the Administrative Agent Agent, such Bank or any such director, officer or employee in connection with periodic audits or arising out of any investigation, litigation, or proceeding (i) related to any transaction or proposed transaction (whether or not consummated) in which any proceeds of any Borrowing are applied or proposed to be applied, directly or indirectly, by either Borrower, whether or not the Administrative Agent, such Bank, or any such director, officer or employee is a party to such transactions or (ii) related to the Borrowers’ entering into this Agreement or to any actions or omissions of the Seller’s Borrowers, any of their respective Subsidiaries or Affiliates or any of their respective officers, directors or employees in connection therewith. Neither Borrower shall be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses (x) arising out of the Servicer’s books and recordsgross negligence or willful misconduct of such indemnified Person or (y) that result from the violation by such indemnified Person of any law, regulation, ordinance, or judicial or governmental agency order.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofThe Borrower (failing whom, the Seller Originators) shall reimburse the Administrative Agent, each Managing Agent and Originator agrees to pay on demand each Lender for all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement negotiation and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement preparation of this Agreement and the other documents Related Documents (including the reasonable fees and expenses of all of its special counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith). The Borrower shall reimburse each Lender, each Managing Agent and the Administrative Agent for all fees, costs and expenses, including the fees, costs and expenses of counsel or other advisors (including environmental and management consultants and appraisers) for advice, assistance, or other representation in connection with: (i) the forwarding to the Borrower or any other Person on behalf of the Borrower by any Lender of any proceeds of Advances made by such Lender hereunder; (ii) any amendment, modification or waiver of, consent with respect to, or termination of this Agreement or any of the other Related Documents or advice in connection with the administration hereof or thereof or their respective rights hereunder or thereunder; (iii) any Litigation, contest or dispute (whether instituted by the Borrower, any Lender, any Managing Agent, the Administrative Agent or any other Person as a party, witness, or otherwise) in any way relating to the Borrower Collateral, any of the Related Documents or any other agreement to be executed or delivered hereunder or in connection herewith (or therewith, including any Hedging Agreement)Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the Borrower, the Servicer or any other Person that may be obligated to any Lender, any Managing Agent or the Administrative Agent by virtue of the Related Documents, including any such Litigation, contest, dispute, suit, proceeding or action arising in connection with any work-out or restructuring of the transactions contemplated hereby; (iv) any attempt to enforce any remedies of a Lender, a Managing Agent or the Administrative Agent against the Borrower, the Servicer or any other Person that may be obligated to them by virtue of any of the Related Documents, including any such attempt to enforce any such remedies in the course of any work-out or restructuring of the transactions contemplated hereby; (v) any work-out or restructuring of the transactions contemplated hereby; and (vi) efforts to (A) monitor the Advances or any of the Borrower Obligations, (B) evaluate, observe or assess the Originators, the Parent, the Borrower, or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Borrower Collateral; including all reasonable attorneys’ and other professional and service providers’ fees arising from such services, including those in connection with any appellate proceedings, and all reasonable expenses, costs, charges and other fees incurred by such counsel and others in connection with or relating to any of the events or actions described in this Section 12.04, all of which shall be payable, on demand, by the Borrower (failing whom, the Originators) to the applicable Lender, the applicable Managing Agent or the Administrative Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: reasonable fees, costs and expenses of accountants, environmental advisors, appraisers, investment bankers, management and other consultants and paralegals; court costs and expenses; photocopying and duplication expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram or facsimile charges; secretarial overtime charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal or other advisory services. (b) The Seller and Originator In addition, the Borrower (failing whom, the Originators) shall pay on demand any and all stamp, sales, excise and other taxes, gross receipts or franchise taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and or recording of this Agreement, the other documents to be delivered hereunder Agreement or any agreement other Related Document excluding taxes imposed on or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred measured by the Administrative Agent net income, gross receipts or franchise taxes of any Affected Party by the jurisdictions under the laws of which such Affected Party is organized or by any political subdivisions thereof, and the Secured Parties Borrower (“Other Costs”)failing whom, including, without limitation, each Originator) agrees to indemnify and save each Indemnified Person harmless from and against any and all costs liabilities with respect to or resulting from any delay or failure to pay such taxes and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsfees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofEach Borrower shall pay within two Business Days after demand, accompanied by an invoice therefor, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties incurred Lead Arranger in connection with the negotiation, preparation, executionsyndication, deliveryexecution and delivery of the Loan Documents and any amendment thereto or waiver thereof which is requested by Borrowers or is entered into when any Default or Event of Default exists. Following any Event of Default, administration each Borrower shall pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and each of the other Creditors in connection with the restructuring, reorganization (including periodic auditinga bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, which and any matter related thereto. The foregoing costs and expenses shall be limited to two audits per year prior to the occurrence of a Termination Event)include filing fees, renewalrecording fees, amendment or modification title insurance fees, appraisal fees, search fees, and other out-of, or any waiver or consent issued in connection with, this Agreement -pocket expenses and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of any legal counsel for (including allocated costs of legal counsel employed by any Creditor), independent public accountants and other outside experts retained by any of the Creditors, whether or not such costs and expenses are incurred or suffered by the Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Parent or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by the Parent or the Borrowers, the administrative costs of the Administrative AgentAgent reasonably attributable thereto. Each Borrower shall pay any and all documentary and other taxes, excluding, in the Backup Servicercase of each Creditor and its Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its net income or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on net income (other than withholding taxes and taxes based on net income resulting from or attributable to any change following the Collateral Custodian and Closing Date in any law, rule or regulation or any change following the Secured Parties with respect thereto and Closing Date in the interpretation or administration of any law, rule or regulation by any governmental authority) or (iii) any withholding taxes or other taxes based on net income for any period with respect to advising which it has failed to provide the Administrative AgentParent with the appropriate form or forms required by Section 11.21, to the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)extent such forms are then required by applicable Laws, and all reasonable out of pocket costs and costs, expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees charges payable or determined to be payable in connection with the execution, delivery, filing and or recording of this Agreement, the any other documents Loan Document or any other instrument or writing to be delivered hereunder or any agreement thereunder, or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the funding Creditors from and against any and all loss, liability or maintenance 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 Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred them may suffer or incur by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits reason of the Seller’s or failure of any Party to perform any of its Obligations. Any amount payable to the Servicer’s books and recordsCreditors under this Section 11.3 shall bear interest from the second Business Day following the date of demand for payment at the Default Rate.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Agent, the Owner, Citibank, CNAI and their respective Affiliates under Article XI X hereof, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, delivery and administration (including periodic auditing) of this Agreement, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Certificate and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerInvestor, the Collateral Custodian Citibank, CNAI and the Secured Parties their respective Affiliates with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerInvestor, the Collateral Custodian Citibank, CNAI and the Secured Parties their respective Affiliates as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by of the Administrative Agent, the Backup ServicerOwner, the Collateral Custodian or the Secured Parties Citibank, CNAI and their respective Affiliates in connection with the enforcement of this Agreement Agreement, the Certificate and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)hereunder. (b) The In addition, the Seller and Originator shall pay on demand any and all stamp, sales, excise commissions of placement agents and commercial paper dealers in respect of commercial paper notes of the Investor issued to fund the Purchase or maintenance of any Eligible Asset and 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 Certificate or the other documents to be delivered hereunder hereunder, and agrees to indemnify the Agent, the Owner, Citibank, CNAI and their respective Affiliates against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity supportomission to pay such taxes and fees; provided, credit enhancement however, that the aggregate amount of the Seller's liability for commissions of placement agents and commercial paper dealers shall not exceed in any year (commencing on the date hereon and commencing on each anniversary thereof) 8/100 of 1% of the amount of the entire Purchase Limit (whether used or other similar support to unused) as in effect at the Purchasers in connection with this Agreement or the funding or maintenance commencement of Advances hereundersuch year. (c) The In addition, the Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes taxes (excluding income taxes) incurred by the Administrative Agent and Investor or any shareholder of the Secured Parties Investor (“"Other Costs”"), including, without limitation, all costs the cost of auditing the Investor's books by certified public accountants, the cost of rating the Investor's commercial paper by independent financial rating agencies, the taxes (excluding income taxes) resulting from the Investor's operations, and the reasonable fees and out-of-pocket expenses incurred by of counsel for the Administrative Agent in connection with periodic audits Investor or any counsel for any shareholder of the Investor with respect to (i) advising the Investor or shareholder as to its rights and remedies under this Agreement, (ii) the enforcement of this Agreement, the Certificate and the other documents to be delivered hereunder, or (iii) advising the Investor or such shareholder as to matters relating to the Investor's operations; provided, however, that if the Investor enters into agreements for the purchase of interests in receivables from one or more other Persons ("Other Sellers"), the Seller and such Other Sellers shall each be liable for such Other Costs ratably in accordance with the usage under the respective facilities of the Investor to purchase receivables or interests therein from the Seller and each Other Seller’s or ; and provided, further, that if such Other Costs are attributable to the Servicer’s books Seller and recordsnot attributable to any Other Seller, the Seller shall be solely liable for such Other Costs.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofSection 17.1, the Seller and Originator Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Agent in connection with the preparation, execution, delivery, syndication and administration (including periodic auditingof this Agreement, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment any Structured Lender Liquidity Arrangement or modification of, or any waiver or consent issued in connection with, this Agreement 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 herewith (with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agent as to their respective its rights and remedies under this Agreement and the any Structured Lender Liquidity Arrangement or other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)liquidity support facility, and to pay all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by of the Administrative Agent, the Backup ServicerAgents, the Collateral Custodian or the Secured Parties 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 to be delivered hereunder or with respect hereto; provided that in connection herewith (including any Hedging Agreement). (b) The Seller the case of reimbursement of counsel for the Agents, and Originator shall pay on demand any and all stamp, sales, excise and the Lenders other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by than the Administrative Agent Agent, such reimbursement shall be limited to one counsel for all such Agents and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsLenders.

Costs, Expenses and Taxes. Borrower shall pay (or, if already paid, reimburse Bank for) on demand: (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, filing, recording and administration (of the Credit Documents, including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentBank, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto thereto, with respect to any modifications thereof, with respect to reviewing and evaluating any Collateral and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Bank as to their respective its rights and remedies responsibilities under this Agreement and the other documents to be delivered hereunder Credit Documents after an Event of Default or in connection herewith Default, (including any Hedging Agreement), and b) all reasonable out of pocket costs and expenses, if any expenses (including reasonable counsel fees and expenses), including those incurred by at the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties appellate level and in any insolvency proceedings) in connection with the enforcement of this Agreement the Credit Documents, and (c), without limiting the other documents 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 be delivered hereunder deduct any of the foregoing items from any account of Borrower with Bank or in connection herewith to make an Advance to pay for it (including whether or not requested); provided, that Bank shall provide to Borrower a statement of such items before any Hedging Agreement). (b) The Seller and Originator such deduction. In addition, Borrower shall pay on demand any and all documentary stamp, sales, excise intangibles and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and or recording of this Agreement, the other documents to be delivered hereunder Credit Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement any 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 funding force or maintenance effect of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out the immediately preceding sentence, Borrower hereby authorizes Bank to deduct from the amount of pocket costs, expenses and Taxes (excluding income taxes) incurred by any Advance that is disbursed to Borrower the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent amount of any intangibles or documentary stamp tax that may be payable in connection with periodic audits of the Seller’s or the Servicer’s books and recordssuch Advance.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Company agrees to pay on demand (without duplication), all reasonable out of pocket the following fees, costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian incurred by FHI: (i) all reasonable costs and the Secured Parties incurred expenses in connection with the negotiation, preparation, executionprinting, deliverytyping, administration (including periodic auditingreproduction, which shall be limited to two audits per year prior to execution and delivery of the occurrence of a Termination Event), renewal, amendment or modification of, or Loan Documents and any waiver or consent issued in connection with, this Agreement and the all other documents to be delivered hereunder furnished pursuant hereto or in connection herewith herewith, (ii) all reasonable costs and expenses in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of any amendments or modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant thereto or in connection therewith, including any Hedging Agreement), including, without limitation, limitation the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agentretained by FHI relative thereto (or, but not as well as, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreementreasonable allocated costs of staff counsel), (iii) all UCC and Lien search fees, all reasonable out of pocket costs title insurance, survey, appraisal, environmental evaluation fees, costs, and expenses, if any (including reasonable counsel and costs and all fees and expensestaxes 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 FHI), incurred by the Administrative Agentif any, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the and/or any other documents to be delivered hereunder Loan Documents or other agreement furnished pursuant hereto or thereto or in connection herewith or therewith; and (including any Hedging Agreement). (bv) The Seller all costs and Originator 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 on demand any and all stamp, sales, excise transfer and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of this Agreement, or any of the other documents to be delivered hereunder or any agreement or other document providing liquidity supportLoan Documents, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding issuance of the Notes, or maintenance the making of Advances hereunder. (c) The Seller the Loans, and Originator shall pay on demand agrees to save and hold FHI harmless from and against any and all other reasonable out liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. Any portion of pocket coststhe foregoing fees, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by which remains unpaid following the Administrative Agent in connection with periodic audits FHI’s statement and request for payment thereof shall bear interest from the date of such statement and request to the Seller’s or date of payment at a per annum rate equal to the Servicer’s books and recordsPrime Rate plus Five Percent (5%) per annum.

Costs, Expenses and Taxes. (a) In addition to the rights obligations of indemnification granted the Originators under Article XI hereofIX, the Seller each Originator, severally and Originator for itself alone, and Lamar, jointly and severally with each Originator, agrees to pay on demand demand: (a) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, negotiation, execution, delivery, delivery and administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement (together with all amendments, restatements, supplements, consents and the other documents waivers, if any, from time to be delivered hereunder or in connection herewith (including any Hedging Agreementtime hereto), including, without limitation, (i) the reasonable fees and out-of-pocket expenses of counsel documented Attorney Costs for the Administrative Agent, Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Backup Servicer, the Collateral Custodian and the Secured Parties Buyer’s rights hereunder with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties any such Person as to their respective rights and remedies under this Agreement and the other documents to be delivered Transaction Documents and (ii) reasonable accountants’, auditors’ and consultants’ fees and expenses for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder or incurred in connection herewith with the administration and maintenance of this Agreement or advising any such Person 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; (including b) to the Buyer (and any Hedging Agreement), successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable out of out-of-pocket costs and expenses, if any expenses (including reasonable counsel fees and expensesdocumented Attorney Costs), of any such Person incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement).Transaction Documents; and (bc) The Seller and Originator shall pay on demand any and all stamp, sales, excise franchise and other taxes Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other documents Transaction Documents to be delivered hereunder hereunder, and agrees to indemnify each Purchase and Sale Indemnified Party against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omitting to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderpay such Taxes and fees. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates under Article XI Section 8.01 and Section 8.02 hereof, each of the Seller Borrower, the Servicer and Originator the Transferor agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, Lenders and the Collateral Custodian and the Secured Parties Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), which shall be limited syndication (pursuant to two audits per year prior to the occurrence of a Termination Eventany agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, Lenders and the Collateral Custodian and the Secured Parties Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, Lenders and the Collateral Custodian and the Secured Parties Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, Lenders and the Collateral Custodian or the Secured Parties Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller Borrower, the Servicer and Originator the Transferor shall pay on demand any and all stamp, sales, excise and other taxes Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder Transaction Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller Servicer and Originator the Transferor shall pay on demand all other reasonable out of out-of-pocket costs, expenses and Taxes (excluding income taxesTaxes imposed on or measured by net income) incurred by the Administrative Agent Agent, the Lenders and the Secured Parties (“Other Costs”)Collateral Agent, including, without limitation, all costs and expenses incurred by the Administrative Agent and the Lenders in connection with periodic audits of the SellerBorrower’s, the Transferor’s or the Servicer’s books and records. (d) Any demand or request for payment of any amounts payable pursuant to this Section.11.07 will be made first to the Borrower; provided that the Servicer and Transferor agree, jointly and severally, to pay such amounts if the Borrower does not pay such amounts within five Business Days of such demand or request.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, to the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Backup Servicer, the Collateral Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Backup Servicer, the Collateral Custodian Agent or the Secured Parties in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including any Hedging Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lender in connection with this Agreement or the funding or maintenance of Advances any Funding hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes, imposed on such Person by the jurisdiction under the laws of which such Person is organized) incurred by the Administrative Agent and the any Secured Parties Party or any shareholder of such Secured Party (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Deal Agent in connection with periodic audits of the SellerBorrower’s or the Servicer’s books and recordsrecords and, in the case of the Lender, the cost of rating the Lender’s (or its related funding source’s) commercial paper with respect to financing any Advance hereunder by independent financial rating agencies.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Lenders, and their respective Affiliates under Article XI Section 9.01 and Section 9.02 hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of and documented out-of-pocket costs and expenses of the Administrative Agent, the Backup ServicerLenders, and the Collateral Custodian and the Secured Parties Agent, incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditingauditing and inspections incurred in connection with Section 5.01(bb) or following an Event of Default and all other related fees and expenses), which shall be limited to two audits per year prior to the occurrence of a Termination Event)syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Backup ServicerLenders, and the Collateral Custodian and the Secured Parties Agent, with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerLenders, and the Collateral Custodian and the Secured Parties Agent, as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of and documented out-of-pocket costs and expenses, if any (including reasonable outside counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, Lenders or the Collateral Custodian or the Secured Parties Agent, in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. Unless otherwise set forth herein, all costs and expenses shall be payable within 30 days after receipt of written demand therefor. (b) The Seller and Originator Borrower shall pay on demand any and all present and future stamp, sales, excise excise, property and other taxes similar Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, enforcement, filing and recording of this Agreement, the other documents to be delivered hereunder Transaction Documents or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lenders in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand all reasonable out of and documented out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditingfiling, which shall be limited to two audits per year prior to the occurrence of a Termination Event)recording, renewaladministration, modification, amendment or modification ofwaiver of this Agreement, or any waiver or consent issued in connection with, this Agreement the Loan Notes and the other documents to be delivered hereunder or in connection herewith (hereunder, including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerGreen Loan Structuring Agent, the Collateral Custodian and the Secured Parties Paying Agent with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerGreen Loan Structuring Agent, the Collateral Custodian and the Secured Parties Paying Agent as to their respective rights and remedies responsibilities under this Agreement and the other documents Transaction Documents. The Borrower further agrees to be delivered hereunder or in connection herewith (including any Hedging Agreement), and pay on demand all reasonable out of documented out-of-pocket costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties ) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder or in connection herewith and (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxesB) incurred by the Administrative Agent or the Paying Agent in connection with the transactions described herein and in the Secured Parties (“Other Costs”)other Transaction Documents, includingor any potential Takeout Transaction, without limitation, all costs including in any case reasonable and documented counsel fees and expenses incurred 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 an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in connection allocating Collections with periodic audits respect to the Collateral, assess the reasonableness of the Sellermethodology 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 Servicer’s books and recordscontrary 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 granted to the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Seller Sellers, jointly and Originator agrees severally, and the Originators, jointly and severally, each agree to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller Sellers and Originator the Originators shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances the Advance hereunder. (c) The Seller Sellers and Originator the Originators shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and Agent, the Purchaser Agents, the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent and the Purchaser Agents in connection with periodic audits of the Seller’s Sellers’ or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, any Successor Servicer, the Collateral Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI X hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Deal Agent, the Backup a Successor Servicer, the Collateral Custodian Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Backup Successor Servicer, the Collateral Custodian Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Backup any Successor Servicer, the Collateral Custodian Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Backup a Successor Servicer, the Collateral Custodian Agent or the Secured Parties in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including any Hedging Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents, or the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

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 XI IX hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian 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, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, the costs, fees and expenses of any third-party auditor engaged under the terms of this Agreement and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian 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 (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Hedge Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers a Lender in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all reasonable costs and expenses incurred by the Administrative Agent or any Managing Agent in connection with periodic audits of the SellerBorrower’s or the Servicer’s books and records, which are incurred as a result of the execution of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand all reasonable out of pocket and documented costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditingfiling, which shall be limited to two audits per year prior to the occurrence of a Termination Event)recording, renewaladministration, modification, amendment or modification ofand/or waiver of this Agreement, or any waiver or consent issued in connection with, this Agreement the Loan Notes and the other documents to be delivered hereunder or in connection herewith (hereunder, including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties Paying Agent with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties Paying Agent as to their respective its rights and remedies responsibilities under this Agreement and the other documents Transaction Documents. The Borrower further agrees to be delivered hereunder or in connection herewith (including any Hedging Agreement), and pay on demand all reasonable out of pocket costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties ) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement Agreement, the Loan Notes and the other documents to be delivered hereunder and (B) incurred by the Agent or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable the Paying Agent in connection with the execution, delivery, filing transactions described herein and recording of this Agreement, in the other documents to be delivered hereunder Transaction Documents, or any agreement or other document providing liquidity supportpotential Takeout Transaction, credit enhancement or other similar support to the Purchasers including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Agreement Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the funding or maintenance 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 Advances hereunder. the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (cB) 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 Seller reasonable and Originator 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 on demand any and all other reasonable out of pocket costsOther Taxes and agrees to save the Agent, expenses and Taxes (excluding income taxes) incurred by the Administrative Paying Agent and the Secured Parties (“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 Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsTaxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofBorrowers shall pay within five Business Days after demand, accompanied by an invoice therefor, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Agent in connection with the negotiation, preparation, executionsyndication, deliveryexecution and delivery of the Loan Documents and any amendment thereto or waiver thereof. Borrowers shall also pay on demand, administration 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 periodic auditinga bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, which and any matter related thereto. The foregoing costs and expenses shall be limited to two audits per year prior to the occurrence of a Termination Event)include filing fees, renewalrecording fees, amendment or modification title insurance fees, appraisal fees, search fees, and other out-of, or any waiver or consent issued in connection with, this Agreement -pocket expenses and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of any legal counsel for (including reasonably allocated costs of legal counsel employed by the Administrative AgentAgent 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 are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any of Borrowers or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrowers, the Backup Serviceradministrative costs of the Administrative Agent reasonably attributable thereto. Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by its 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 Collateral Custodian and the Secured Parties with respect thereto and United States of America for any period with respect to advising which it has failed to provide Borrowers with the Administrative Agentappropriate form or forms required by Section 12.21, to the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)extent such forms are then required by applicable Laws, and all reasonable out of pocket costs and costs, expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees charges payable or determined to be payable in connection with the execution, delivery, filing and or recording of this Agreement, the any other documents Loan Document or any other instrument or writing to be delivered hereunder or any agreement thereunder, or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by terms set forth in Section 12.11 the Administrative Agent and the Secured Parties (“Other Costs”)Lenders from and against any and all loss, includingliability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, without limitationcost, all costs and expenses incurred expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent in connection with periodic audits or any Lender under this Section shall bear interest from the second Business Day following the date of demand for payment at the Seller’s or the Servicer’s books and recordsDefault Rate.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Purchaser Agents, the Trustee, the Backup Servicer, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Seller and Originator agrees to pay on demand (or if the Seller does not pay such amounts, the Servicer shall pay on demand) all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup ServicerPurchaser Agents, the Collateral Custodian Trustee, the Backup Servicer and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup ServicerPurchaser Agents, the Collateral Custodian Trustee, the Backup Servicer and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup ServicerPurchaser Agents, the Collateral Custodian Trustee, the Backup Servicer and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup ServicerPurchaser Agents, the Collateral Custodian Trustee, the Backup Servicer or the Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand (or if the Seller does not pay such amounts, the Servicer shall pay on demand) any and all stamp, sales, excise and other taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers and the Swingline Purchaser in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances hereunder. (c) The Seller and Originator shall pay on demand (or if the Seller does not pay such amounts, the Servicer shall pay on demand) all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and Agent, the Purchaser Agents, the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent ) under or in connection with periodic audits of the Seller’s or the Servicer’s books and recordsthis Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand (i) all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Agent in connection with the preparation, execution, delivery, administration (including periodic auditingadministration, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, modification and amendment or modification of, or waiver of any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)Credit Document, including, without limitation, the reasonable fees and out-of-pocket expenses of Xxxxxx, Xxxxx & Xxxxxxx, LLP, special counsel for to the Administrative AgentAgent (and in the case of reasonable fees and out-of-pocket expenses of Xxxxxx, Xxxxx & Bockius LLP in connection with the Backup Servicerpreparation, the Collateral Custodian execution and delivery of this Agreement and the Secured Parties with respect thereto other Credit Documents prior to and on the Effective Date, to the extent presented to the Borrower for payment no later than thirty (30) days following the Effective Date), with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and ii) all reasonable out of out-of-pocket costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses), incurred by of the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties Agent and each Bank in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) against the Borrower or the Guarantor of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)Credit Document. (b) The Seller and Originator shall pay on demand any and all stampEACH OF THE BORROWER AND THE GUARANTOR, salesJOINTLY AND SEVERALLY, excise and other taxes and fees payable or determined to be payable in connection with the executionAGREES, deliveryTO THE FULLEST EXTENT PERMITTED BY LAW, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”AND ANY SUB-AGENT THEREOF), includingTHE JOINT LEAD ARRANGERS AND EACH BANK AND EACH OF THEIR RESPECTIVE AFFILIATES, without limitationPARTNERS, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and recordsDIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS, TRUSTEES, REPRESENTATIVES AND CONTROLLING PERSONS (EACH, AN “INDEMNIFIED PERSON”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF COUNSEL), FOR WHICH ANY INDEMNIFIED PERSON MAY BECOME LIABLE OR WHICH MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY SUCH INDEMNIFIED PERSON BY THE BORROWER, THE GUARANTOR OR ANY OTHER PERSON, IN EACH CASE IN CONNECTION WITH OR ARISING OUT OF OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH, WHETHER OR NOT SUCH INDEMNIFIED PERSON IS A PARTY THERETO), (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER, OR IN THE CASE OF THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF) AND ITS RELATED INDEMNIFIED PERSONS, THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (INCLUDING IN RESPECT OF ANY MATTERS ADDRESSED IN SECTION 2.15) OR (II) ANY ADVANCES OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PERSON), EXCEPT TO THE EXTENT ANY SUCH CLAIM, DAMAGE, LIABILITY OR EXPENSE IS FOUND IN A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR MATERIAL BREACH OF ANY CREDIT DOCUMENT. EACH OF THE BORROWER AND THE GUARANTOR ALSO AGREE THAT NO INDEMNIFIED PERSON SHALL HAVE ANY LIABILITY (WHETHER DIRECT OR INDIRECT, IN CONTRACT OR TORT OR OTHERWISE) TO THE BORROWER OR THE GUARANTOR OR THE BORROWER OR GUARANTOR’S RESPECTIVE SUBSIDIARIES OR AFFILIATES OR TO ANY EQUITY HOLDERS OR CREDITORS OF THE BORROWER OR THE GUARANTOR ARISING OUT OF, RELATED TO OR IN CONNECTION WITH ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT TO THE EXTENT OF DIRECT, AS OPPOSED TO SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE, DAMAGES DETERMINED IN A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR MATERIAL BREACH OF ANY CREDIT DOCUMENT. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN, NO INDEMNIFIED PERSON SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF INFORMATION OR OTHER MATERIALS OBTAINED THROUGH ELECTRONIC TELECOMMUNICATIONS OR OTHER INFORMATION TRANSMISSION SYSTEMS, OTHER THAN FOR DIRECT OR ACTUAL DAMAGES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON OR FROM SUCH INDEMNIFIED PERSON’S MATERIAL BREACH OF ANY CREDIT DOCUMENT, IN EACH CASE, AS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand all reasonable out of pocket out‑of‑pocket costs and expenses of Lender (including the Administrative Agentreasonable fees and out‑of‑pocket expenses of Lender’s attorneys, the Backup Servicerparalegals, the Collateral Custodian accountants, auditors, and the Secured Parties consultants) incurred by Lender in connection with the preparation, execution, delivery, administration (including periodic auditingadministration, which shall be limited to two audits per year prior to the occurrence of a Termination Event)interpretation, renewalamendment, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and or the other documents to be delivered hereunder Loan Documents, or in connection herewith the protection of Lender’s rights under the Loan Documents (including any Hedging Agreementsuit for declaratory judgment or interpretation of the provisions hereof and any bankruptcy, insolvency or condemnation proceedings involving the Borrower, its Property, and/or any Collateral). (b) The Seller ; provided that with regard to litigation costs, the Lender shall be entitled to recover such costs only in the event that it is the prevailing party. Notwithstanding the foregoing, the Lender agrees to pay indebtedness taxes under Tennessee Code Annotated Section 67‑4‑409 due upon the recordation of its financing statements. Upon Lender’s request, the Borrower shall promptly reimburse Lender for all 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 Originator shall pay on demand any paralegal’s fees, fees of auditors and all stampaccountants, sales, excise and other taxes and fees payable or determined to be payable investigation expenses reasonably incurred by Lender in connection with any such matters, and all such amounts shall bear interest at the execution, delivery, filing Default Rate until paid in full. All obligations under this Section shall be part of the Indebtedness and recording shall survive any termination of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition The Borrower agrees, subject to the rights of indemnification granted under Article XI hereofFee Letter to the extent applicable, to pay, or cause to be paid (A) on the Seller Effective Date and Originator agrees to pay on demand such later date or dates on which the Liquidity Provider shall make demand, all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative AgentLiquidity Provider) of the Liquidity Provider in connection with the preparation, the Backup Servicernegotiation, the Collateral Custodian execution, delivery, filing and the Secured Parties recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)B) on demand, and all reasonable out of pocket costs and expenses, if any expenses (including reasonable counsel fees and expenses), incurred by ) of the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties Liquidity Provider in connection with (i) the enforcement of this Agreement and 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 to which may be delivered hereunder or in connection herewith or therewith (including whether or not the same shall become effective) or any Hedging waiver or consent thereunder (whether or not the same shall be effective), (iii) the replacement of this Agreement by a Replacement Liquidity Facility pursuant to Section 3.5(e)(i) of the Intercreditor Agreement or (iv) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement). (b) The Seller and Originator , the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class A Cash Collateral Account relating to this Liquidity Facility. In addition, the Borrower shall pay on demand any and all stamprecording, sales, excise stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to hold the other documents Liquidity Provider harmless from and against any and all liabilities with respect to be delivered hereunder or resulting from any delay in paying or omission to pay such taxes or fees. Notwithstanding the foregoing, any obligation of the Borrower (or United) to reimburse or pay fees of counsel for the Liquidity Provider (pursuant to this Section 7.07 or any agreement or other document providing liquidity supportapplicable provision of the Operative Agreements) shall be based on (and limited to) one counsel for all “Liquidity Providers” for the Class A Certificates (and, credit enhancement or other similar support to (i) in the Purchasers in connection with this Agreement or the funding or maintenance case of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out any conflict of pocket costs, expenses and Taxes interest (excluding income taxes) incurred by the Administrative Agent for avoidance of doubt any conflicts, and the Secured Parties (any reimbursement for legal fees, attributable to transfers between, or separate agreements or claims between or among, any such “Other CostsLiquidity Providers”), includingup to one additional counsel for all affected “Liquidity Providers”, without limitationand (ii) one Federal Aviation Administration counsel and/or local counsel in any relevant jurisdiction), all costs and expenses incurred as selected by the Administrative Agent applicable such “Liquidity Provider” (as among the relevant such “Liquidity Providers” so having the right to select such counsel) having the highest outstanding aggregate amount of Liquidity Obligations (taking into account all Liquidity Facilities for Class A Certificates) or as may otherwise be agreed as among such “Liquidity Providers” in connection with periodic audits respect of the Seller’s or the Servicer’s books and recordssuch selection.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofEach Loan Party, the Seller jointly and Originator severally, agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Lender (including Attorney Costs and the Secured Parties incurred any Indemnified Taxes) in connection with the preparation, execution, deliverysyndication, delivery and administration (including periodic auditing, which shall be limited to two audits per year prior perfection and protection of any Collateral (to the occurrence extent required by this Agreement) and the costs of a Termination EventIntralinks (or other similar service), renewalif applicable) of this Agreement, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any Hedging Agreementamendment, supplement or waiver to any Loan Document), includingwhether or not the transactions contemplated hereby or thereby shall be consummated, without limitation, the and all reasonable fees and out-of-pocket costs and expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including Attorney Costs and any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), Indemnified Taxes) incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties Lender after an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement and the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof. In addition, each Loan Party agrees to be delivered hereunder or pay, and to save Lender harmless from all liability for, any fees of the Loan Parties’ auditors in connection herewith (including with any Hedging reasonable exercise by Lender of their rights pursuant to Section 9.2. All Obligations provided for in this Section 13.5 shall survive repayment of the Term Loan, cancellation of the Note and termination of this Agreement). (b) The Seller Each Loan Party agrees to pay, and Originator shall pay on demand to save Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, salesexcise, excise and sales or other taxes and fees which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the execution, delivery, filing and recording of transactions contemplated by this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller agreements in this Section 13.5 shall survive repayment of all (and Originator shall pay on demand be) Secured Obligations (and termination of all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”commitments under this Agreement), includingany foreclosure under, without limitationor any modification, release or discharge of, any or all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books Collateral Documents and recordstermination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereofSections 1.18 and 3.1, the Seller and Originator agrees to pay on demand (which demand shall be accompanied by documentation thereof in reasonable detail) all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, delivery and administration (including periodic auditinginternal audits by the Administrator of Pool Receivables, which provided that at any time when no Termination Event exists and is continuing, the Seller shall not be limited required to two audits pay the costs and expenses of more than one such audit per year prior to year) of this Agreement, the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement other Transaction Documents and the other documents and agreements to be delivered hereunder or (and all reasonable costs and expenses in connection herewith (including with any Hedging Agreementamendment, waiver or modification of any thereof), including, without limitation: (i) Attorney Costs for the Administrator, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentPurchaser Agents, the Backup Servicer, the Collateral Custodian Purchasers and the Secured Parties their respective Affiliates and agents with respect thereto and with respect to advising the Administrative AgentAdministrator, the Backup ServicerPurchaser Agents, the Collateral Custodian Purchasers and the Secured Parties their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other documents Transaction Documents, (ii) fees, costs and expenses payable by the Conduit Purchasers or their Affiliates to be delivered hereunder or any nationally recognized statistical rating agency in connection herewith with the transactions contemplated by the Transaction Documents and obtaining or maintaining the credit ratings of the Notes issued by such Conduit Purchaser to fund or maintain its Capital, and (iii) all reasonable costs and expenses (including any Hedging AgreementAttorney Costs), and all reasonable out if any, of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative AgentAdministrator, the Backup ServicerPurchaser Agents, the Collateral Custodian or the Secured Parties Purchasers and their respective Affiliates and agents in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)Transaction Documents. (b) The In addition, the Seller and Originator shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, Agreement or the other documents or agreements to be delivered hereunder hereunder, and shall save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement or other similar support omission to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderpay such taxes and fees. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. Borrower shall pay within five (a5) In addition to the rights of indemnification granted under Article XI hereofBanking Days after demand, accompanied by an invoice therefor, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, 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 periodic auditinga bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, which and any matter related thereto. The foregoing costs and expenses shall be limited to two audits per year prior to the occurrence include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement pocket expenses and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-out of pocket expenses of any legal counsel for (including reasonably allocated costs of legal counsel employed by the Administrative AgentAgent or any Lender), independent public accountants and other outside experts retained by the Backup ServicerAdministrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Collateral Custodian Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated Group. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” or (ii) any withholding taxes or other taxes based on gross income imposed by the Secured Parties with respect thereto and United States of America for any period with respect to advising which any Lender has failed, for any reason, to provide Borrower with the Administrative Agentappropriate form or forms required by Section 18.21, to the Backup Servicer, the Collateral Custodian and the Secured Parties as extent such forms are then required by applicable Laws to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)establish a complete exemption, and all reasonable out of pocket costs and costs, expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees charges payable or determined to be payable in connection with the execution, delivery, filing and or recording of this Agreement, the any other documents Loan Document or any other instrument or writing to be delivered hereunder or any agreement thereunder, or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by terms set forth in Section 18.11 the Administrative Agent and the Secured Parties (“Other Costs”)Lenders from and against any and all loss, includingliability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, without limitationcost, all costs and expenses incurred expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent in connection with periodic audits or any Lender under this Section 18.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Seller’s or the Servicer’s books and recordsDefault Rate.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Banks and the Secured Parties Agents, and any expenses incurred in connection with the preparationpreparation of this Agreement, executionthe Notes and any other Related Writings, deliveryincluding, without limitation (i) administration (including periodic auditing, which shall be limited to two audits per year prior to and out-of-pocket expenses of the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued Agent in connection withwith the administration of this Agreement, this Agreement the Notes, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder hereunder, amendments, modifications, approvals, consents or waivers hereto or hereunder, the addition, substitution or removal of any Collateral, (ii) extraordinary expenses of the Agents or the Banks in connection herewith with the administration of this Agreement, the Notes and the other instruments and documents to be delivered hereunder, (including any Hedging Agreement), including, without limitation, iii) the reasonable fees and out-of-pocket expenses of counsel for Agent’s Special Counsel in connection with the Administrative Agentnegotiation, the Backup Servicerpreparation, the Collateral Custodian execution and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under delivery of this Agreement and the other documents to be delivered hereunder or related matters (including, without limitation, those matters set forth in connection herewith clause (including any Hedging Agreementi) above), and (iv) all reasonable out of pocket costs and expenses, if any (including reasonable counsel attorneys’ fees and out-of-pocket expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the restructuring or enforcement of or preservation of rights under this Agreement Agreement, the Notes or any other Related Writing or any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s or any Bank’s relationship with the Borrower or the Parent in respect of the Loans or other extensions of credit hereunder, this Agreement, the Notes and the other documents to be delivered hereunder or Related Writings, (v) all reasonable fees, expenses and disbursements of the Agent incurred in connection herewith with UCC searches and UCC filings and (including vi) all expenses relating to the use of Intralinks, SyndTrak or any Hedging Agreement). (b) The Seller other similar system for the dissemination and Originator sharing of documents and information in connection with the Loans. In addition, the Borrower shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of this AgreementAgreement or the Notes, and the other instruments and documents to be delivered hereunder hereunder, and agrees to save the Agents and each Bank harmless from and against any and all liabilities with respect to or resulting from any agreement delay in paying or other document providing liquidity support, credit enhancement omission to pay such taxes or other similar support to fees. The covenants of this Section 13.04 shall survive the Purchasers in connection with this Agreement or repayment of the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent Loans and the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent in connection with periodic audits termination of the Seller’s obligations of the Banks hereunder to make Loans or the Servicer’s books and recordsissue Letters of Credit.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Agent in connection with the preparation, execution, delivery, administration (including periodic auditingadministration, which shall be limited to two audits per year prior to modification and amendment of this Agreement, the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Notes and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Agent with respect thereto and with respect to advising the Administrative AgentAgent as to its rights and responsibilities under this Agreement, and all out-of-pocket costs and expenses of the Agent and the Lenders, if any (including, without limitation, reasonable fees and expenses of outside counsel for each Lender), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement Notes and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)including, and all without limitation, reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by expenses of outside counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties Agent and each Lender in connection with the enforcement of rights under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging AgreementSection 9.04(a). (b) The Seller and Originator shall pay If any payment of principal of any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender other than on demand the last day of the Interest Period for such Advance, as a result of a payment pursuant to Section 2.09(b), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreementreason, the other documents to be delivered hereunder or any agreement or other document providing liquidity supportBorrower shall, credit enhancement or other similar support upon demand by such Lender (with a copy of such demand to the Purchasers in connection with this Agreement Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or the funding or maintenance expenses which it may reasonably incur as a result of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”)such payment, including, without limitation, all costs and expenses any loss (excluding loss of anticipated profits), cost or expense incurred by the Administrative Agent in connection with periodic audits reason of the Seller’s liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Each Lender demanding payment of such amount shall provide, at the Servicer’s books time of making such demand, the Borrower and recordsthe Agent with reasonable details, including the basis for the calculation thereof, of such increase, provided that, in the absence of manifest error, the amount so notified shall be conclusive and binding upon the Borrower.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Liquidity Agent, the Collateral Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Seller and Originator Borrower agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Deal Agent, the Backup ServicerLiquidity Agent, the Collateral Custodian Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Backup ServicerLiquidity Agent, the Collateral Custodian Agent and the Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Backup ServicerLiquidity Agent, the Collateral Custodian Agent and the Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including excluding any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Backup ServicerLiquidity Agent, the Collateral Custodian Agent or the Secured Parties in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith (including any Hedging Agreement). (b) The Seller and Originator Borrower shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other Transaction Documents, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers Lenders in connection with this Agreement or the funding or maintenance of Advances the Funding hereunder. (c) The Seller and Originator Borrower shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties any Lender or any shareholder of such Lender (“Other Costs”)) with respect to financing the Advance, including, without limitation, all costs and expenses incurred by the Administrative Deal Agent in connection with periodic audits of the SellerBorrower’s or the Underlying Servicer’s books and recordsrecords and the cost of rating such Lender’s commercial paper, if applicable, with respect to financing the Advance hereunder by independent financial rating agencies.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator The Borrower agrees to pay on demand the costs, and all reasonable out of pocket costs and expenses of incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred Lender in connection with the preparation, execution, delivery, administration (including periodic auditingadministration, which shall be limited to two audits per year prior to modification and amendment of this Loan Agreement, the occurrence of a Termination Event), renewal, amendment or modification of, or other Loan Documents and any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), includinghereunder. The costs and expenses to be paid by the Borrower shall include, without limitation, limitation the following: (1) the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentLender, including in-house counsel to the Backup ServicerLender, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Lender as to their respective its rights and remedies responsibilities under this Loan Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement).Loan Documents; (b2) The Seller and Originator shall pay on demand any and all stamp, sales, excise stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing execution and recording delivery of this Loan Agreement, the other Loan Documents and the other documents to be delivered hereunder or hereunder; (3) the fees, costs and expenses of any agreement or other document providing liquidity supportAppraisers retained by the Lender; (4) the fees, credit enhancement or other similar support costs and expenses of any Inspectors retained by the Lender; (5) the costs associated with the issuance of the Title Policy and the date-down endorsements required by the terms of Section 3.3(c); (6) any and all reasonable travel expenses of Lender's employees in relation to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunderLoan; and (7) any and all other costs and expenses incurred by Lender. (cb) The Seller Borrower further agrees to pay all costs and Originator shall pay on demand all other reasonable out expenses of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and the Secured Parties (“Other Costs”)Lender, including, without limitation, reasonable counsel fees and expenses, court costs and all litigation expenses, (including, but not limited to, reasonable expert witness fees, document copying expenses, exhibit preparation, courier expenses, postage expenses and communication expenses) in connection with the enforcement of this Loan Agreement, the other Loan Documents and any other documents delivered hereunder, including, without limitation, costs and expenses incurred by the Administrative Agent in connection with periodic audits any bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar proceeding, or any refinancing or restructuring in the nature of a "workout" of the Seller’s or Loan Documents and any other documents delivered by the Servicer’s books Borrower and recordsany Guarantor related thereto. (c) Payment from the Borrower of amounts due pursuant to this Section 9.6 will be due 10 Business Days after it has received from the Lender written notice of the nature of the item for which payment is required and the amount due.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article XI hereof, the Seller and Originator NHLP agrees to pay on demand all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties incurred in connection with the preparation, execution, delivery, administration Banks (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian Agent and the Secured Parties with respect thereto Banks and with respect to advising the Administrative Agentof local counsel, the Backup Servicerif any, the Collateral Custodian whom Agent and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable Banks' counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties may retain) in connection with the preparation, execution, delivery, administration, enforcement and/or protection of this Agreement Agent's and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller Banks' rights under the Loan Documents. In addition, National and Originator NHLP shall pay on demand indemnify Agent and the Banks from and against any and all stampcosts, salesexpenses (including reasonable legal fees), excise 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 Loan Documents. In addition, NHLP agrees to pay and to hold Agent and the 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 fees payable or determined to financing statements) that may be payable in connection with the execution, delivery, filing execution or delivery of this Agreement and recording of the Collateral under this Agreement, or the issuance of the Notes or any other documents Loan Documents delivered or to be delivered hereunder under or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costsAgreement. NHLP, expenses and Taxes (excluding income taxes) incurred by the Administrative upon request, promptly will reimburse Agent and the Secured Parties (“Other Costs”)Banks for all amounts expended, includingadvanced, without limitation, all costs and expenses or incurred by Agent and the Administrative Banks to satisfy any obligation of Borrower under this Agreement or any other Loan Documents, or to perfect a lien in favor of the Banks, or to protect the Pledged Nursing Homes or the businesses of Borrower, National and NHLP, or to collect the Indebtedness, or to enforce the rights of Agent and Banks under this Agreement or any other Loan Document, which amounts will include without limitation all court costs, attorneys' fees, fees of auditors and accountants, costs of insurance, and investigation expenses reasonably incurred by Agent and the Banks in connection with periodic audits 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 Seller’s or the Servicer’s books and recordsmaximum 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 granted to the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), and all reasonable out of pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement). (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers and the Swingline Purchaser in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent and Agent, the Purchaser Agents, the Secured Parties (“Other Costs”), including, without limitation, all costs and expenses incurred by the Administrative Agent and the Purchaser Agents in connection with periodic audits of the Seller’s or the Servicer’s books and records.

Costs, Expenses and Taxes. (a) In addition The Borrower agrees, subject to the rights of indemnification granted under Article XI hereofFee Letter to the extent applicable, to pay, or cause to be paid (A) on the Seller Effective Date and Originator agrees to pay on demand such later date or dates on which the Liquidity Provider shall make demand, all reasonable out of out-of-pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Administrative AgentLiquidity Provider) of the Liquidity Provider in connection with the preparation, the Backup Servicernegotiation, the Collateral Custodian execution, delivery, filing and the Secured Parties recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)B) on demand, and all reasonable out of pocket costs and expenses, if any expenses (including reasonable counsel fees and expenses), incurred by ) of the Administrative Agent, the Backup Servicer, the Collateral Custodian or the Secured Parties Liquidity Provider in connection with (i) the enforcement of this Agreement and 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 to which may be delivered hereunder or in connection herewith or therewith (including whether or not the same shall become effective) or any Hedging waiver or consent thereunder (whether or not the same shall be effective), (iii) the replacement of this Agreement by a Replacement Liquidity Facility pursuant to Section 3.5(e)(i) of the Intercreditor Agreement or (iv) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement). (b) The Seller and Originator , the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class B Cash Collateral Account relating to this Liquidity Facility. In addition, the Borrower shall pay on demand any and all stamprecording, sales, excise stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to hold the other documents Liquidity Provider harmless from and against any and all liabilities with respect to be delivered hereunder or resulting from any delay in paying or omission to pay such taxes or fees. Notwithstanding the foregoing, any obligation of the Borrower (or United) to reimburse or pay fees of counsel for the Liquidity Provider (pursuant to this Section 7.07 or any agreement or other document providing liquidity supportapplicable provision of the Operative Agreements) shall be based on (and limited to) one counsel for all “Liquidity Providers” for the Class B Certificates (and, credit enhancement or other similar support to (i) in the Purchasers in connection with this Agreement or the funding or maintenance case of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out any conflict of pocket costs, expenses and Taxes interest (excluding income taxes) incurred by the Administrative Agent for avoidance of doubt any conflicts, and the Secured Parties (any reimbursement for legal fees, attributable to transfers between, or separate agreements or claims between or among, any such “Other CostsLiquidity Providers”), includingup to one additional counsel for all affected “Liquidity Providers”, without limitationand (ii) one Federal Aviation Administration counsel and/or local counsel in any relevant jurisdiction), all costs and expenses incurred as selected by the Administrative Agent applicable such “Liquidity Provider” (as among the relevant such “Liquidity Providers” so having the right to select such counsel) having the highest outstanding aggregate amount of Liquidity Obligations (taking into account all Liquidity Facilities for Class B Certificates) or as may otherwise be agreed as among such “Liquidity Providers” in connection with periodic audits respect of the Seller’s or the Servicer’s books and recordssuch selection.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Indemnified Parties under Article XI IX hereof, the Seller and Originator agrees to pay on demand all commercially reasonable out of pocket costs and expenses of the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Buyer or its assignees incurred in connection with the preparation, execution, delivery, third-party administration (including such term to include periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, including, without limitation, reasonable expenses for travel and lodging, background checks, auditor fees and the reasonable fees and out-—of-—pocket expenses of counsel for the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties Buyer or its assignees as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith, and all reasonable out of pocket costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Backup Servicer, the Collateral Custodian Buyer or the Secured Parties its assignees in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedging Agreement)herewith. (b) The Seller and Originator shall pay on demand any and all stamp, sales, excise and other taxes Taxes and fees payable or determined to be payable to any Governmental Authority in connection with the execution, delivery, filing and recording of this Agreement, Agreement and the other documents to be delivered hereunder or any agreement or other document providing liquidity support, credit enhancement or other similar support to the Purchasers in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Seller and Originator shall pay on demand all other reasonable out of pocket costs, expenses and Taxes (excluding income taxes) incurred by the Administrative Agent Buyer or its assignees in connection with the execution, delivery, filing and recording of this Agreement and the Secured Parties (“Other Costs”)other documents to be delivered hereunder, including, without limitation, all costs and expenses incurred by the Administrative Agent Buyer or its assignees in connection with periodic audits (subject to the limitations set forth in Section 5.1(e)) of the Seller’s or the Servicer’s books and records.