Common use of Costs, Expenses and Taxes Clause in Contracts

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 Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the 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.

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 Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, Borrower and the Servicer and the Transferor agrees to pay on demand all reasonable 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 Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hhh) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection 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 Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Servicer, the Collateral Administrator or the 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Administrative Agent, the Account BankPurchaser Agents, the Backup Servicer, the Administrative AgentCollateral Custodian, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender Agents, the Collateral Custodian Seller and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Originator agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer and the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) auditing, which shall be limited to two audits per year prior to the occurrence of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesa Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer and the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account 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 herewithherewith (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 Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer or the Collateral Custodian or the Secured Parties 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 herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. Borrower shall pay within five (a5) In addition to the rights of indemnification granted to the Collateral AgentBanking Days after demand, accompanied by an invoice therefor, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration (including due diligence and periodic auditing interpretation of the Loan Documents and inspections incurred 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 clauses the refinancing, restructuring, reorganization (hincluding a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses 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 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 United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 5.01 or following an Event of Default or Servicer Replacement Event 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all other related costs, expenses, fees and expenses), renewal, amendment charges payable or modification of, any waiver or consent issued determined to be payable in connection with, with the filing or recording of this Agreement, the Transaction Documents and the any other documents Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection herewithwith any transaction pursuant hereto or thereto, includingand shall reimburse, without limitation, hold harmless and indemnify on the reasonable fees and out-of-pocket expenses of counsel for terms set forth in Section 11.11 the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian with respect thereto Lenders from and against any and all loss, liability or legal or other expense with respect to advising or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent, the Lenders, the Agent or any Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and Section 11.3 shall bear interest from the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by fifth Banking Day following the Administrative Agent, date of demand for payment at the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the 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 herewithDefault Rate.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article VIII hereof, the Borrower agrees to pay to the Collateral AgentProgram Agent and each Managing Agent promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, including, without limitation, any such report performed during 2008; provided, that the Account Bank, Borrower shall only be responsible for the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian reasonable costs and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each expenses incurred in connection with one audit of the Borrower, the Servicer Originator, and the Transferor agrees 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 pay on demand 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 out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Program Agent and the Collateral Custodian incurred each Managing Agent in connection with the preparation, execution, delivery, administration execution and delivery (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (iiany requested amendments, waivers or consents) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithhereunder, 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 Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Program Agent and the Collateral Custodian each Managing Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank Program Agent and each Managing Agent and the Collateral Custodian 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 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, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by after the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement occurrence of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithan Event of Termination.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentTrustee, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable reasonable, invoiced out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsTrustee, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable invoiced out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the 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.

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 Section 9.01 Sections 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor Seller agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees reasonable attorneys’ fees, costs and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Collateral Agent, the Lenders, the Lender Agents, the Collateral Custodian other Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article X hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Lenders and the Collateral Custodian other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Lenders and the Collateral Custodian other Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Lenders and the Collateral Custodian 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 herewithherewith or therewith (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 Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Lenders or the Collateral Custodian other Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account BankLiquidity Agents, the Backup Servicer, the Administrative Collateral Agent, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer Collateral Agent and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer Collateral Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral AgentBackup Servicer, the Account Bank Collateral Agent and the Collateral Custodian 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 herewithherewith or therewith (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 Lenders, the Lender Liquidity Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer Collateral Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article VIII hereof, the Borrower agrees to pay to the Collateral AgentLender promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Account Bank, Borrower shall only be responsible for the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian reasonable costs and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each expenses incurred in connection with one audit of the Borrower, the Servicer Originator, and the Transferor agrees 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 pay on demand the Lender, and (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration execution and delivery (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (iiany requested amendments, waivers or consents) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable fees and out-of-of- pocket expenses of special counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective its rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Lender in connection with any amendment to any of the Facility Documents after the date hereof and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by after the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement occurrence of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithan Event of Termination.

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 Lenders and their respective Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, Borrower and the Servicer and the Transferor agrees to pay on demand all reasonable and reasonably 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 Lenders and the Collateral Custodian Agent incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection auditing), syndication (pursuant to any agreement or other arrangement with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesany additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Lenders and the Collateral Custodian Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank Lenders and the Collateral Custodian Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable 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 Lenders, the Lender Agents, Lenders and the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian 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.

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, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the each Lender Agents, the Collateral Custodian and their its respective Affiliates under Section 9.01 and Section 9.02 8.01 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket (and reasonably documented) costs and expenses of the Administrative AgentBackup Servicer or such other successor Servicer, the Custodian, the Lenders, the Lender Agents’ Bank, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian each Lender incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 execution or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification delivery of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith that is necessary or requested (and, with respect to such Lender, actually entered into) by any 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 Custodian, the Lenders, the Lender Agents’ Bank, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian each Lender with respect thereto and with respect to advising the Administrative AgentBackup Servicer or any other successor Servicer, the Custodian, the Lenders, the Lender Agents’ Bank, the Collateral Agent, the Account Bank Agent and the Collateral Custodian each Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative AgentBackup Servicer or any other successor Servicer, the Custodian, the Lenders, the Lender Agents’ Bank, the Collateral Agent, the Account Bank, the Backup Servicer Agent or the Collateral Custodian any Lender 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Trustee, the Bank, the Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender AgentsNote Purchaser, the Collateral Custodian and their respective its Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Collateral Agent, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Agent and the Collateral Custodian 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 herewithherewith or therewith (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 Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging 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 and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Each Credit Party agrees to pay on demand all reasonable out-of-pocket documented Related Expenses and all other costs and expenses of the Administrative Agent, the Lendersincluding, the Lender Agentsbut not limited to, the Collateral Agent(a) administration (including field examinations), the Account Banktravel and out of pocket expenses, the Backup Servicer including but not limited to reasonable attorneys’ fees and the Collateral Custodian incurred expenses, of Agent in connection with the preparation, executionnegotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, deliverythe collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, administration (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including due diligence but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and periodic auditing and inspections related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with clauses (h) and (ii) of Section 5.01 or following an meeting with any Credit Party to discuss such Event of Default or Servicer Replacement Event and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other related similar taxes and fees and expenses), renewal, amendment payable or modification of, any waiver or consent issued determined to be payable in connection withwith the execution and delivery of the Loan Documents, this Agreement, the Transaction Documents and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the agrees to hold Agent and each Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer harmless from and the Collateral Custodian with respect thereto against any and all liabilities with respect to advising or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the Administrative Agentresult of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the Lendersforegoing are to be paid at closing), the Lender Agentsshall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral Agent, and other security for the Account Bank and the Collateral Custodian as to their respective rights and remedies under Secured Debt. The obligations described in this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if Section 11.5 will survive any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement termination of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithrestructuring of the financing arrangements.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Sections 1.21 and 3.1, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Seller 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 Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with the preparation, execution, delivery, delivery and administration (including due diligence periodic internal audits by the Administrator of Pool Receivables, provided that at any time when no Termination Event exists and periodic auditing is continuing, the Seller shall not be required to pay the costs and inspections incurred in connection with clauses expenses of more than one such audit (hor, at any time following the occurrence of a Minimum Cash Liquidity Event, two such audits) and (iiper year) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents and agreements (including the Confirmation Order and any other court filings in connection therewith) to be delivered hereunder or (and all reasonable costs and expenses in connection herewithwith any amendment, 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 Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer Purchasers and the Collateral Custodian their respective Affiliates and agents with respect thereto and with respect to advising the Administrative AgentAdministrator, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank Purchasers and the Collateral Custodian 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 (iii) all reasonable out-of-pocket costs and expensesexpenses (including Attorney Costs), if any (including counsel fees and expenses)any, incurred by of the Administrative AgentAdministrator, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian Purchasers and their respective Affiliates and agents 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 herewithTransaction Documents.

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7, 1.20 or 3.1, the Seller shall pay 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 Section 9.01 and Section 9.02 hereofAdministrator, each of the Borrower, the Servicer and the Transferor agrees to pay Purchaser Agent and/or any Purchaser on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with (i) the preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 this Agreement or following an Event of Default or Servicer Replacement Event and all the other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents and agreements to be delivered hereunder or and thereunder (and all reasonable costs and expenses in connection herewithwith any amendment, includingwaiver or modification of any thereof), without limitation(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 reasonable fees Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and out(v) the maintenance by the Administrator of the Lock-ofBox Accounts (and any related lock-pocket expenses of counsel box or post office box), including Attorney Costs for the Administrative AgentAdministrator, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Purchaser Agents and the Collateral Custodian with respect thereto and with respect Purchasers relating to any of the foregoing or to advising the Administrative AgentAdministrator or any member of any Purchaser Group (including, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian 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, instrument related thereto and all reasonable out-of-pocket costs and expenses, if any expenses (including counsel fees and expenses)) of the Administrator, incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian any Purchaser Agent and any Purchaser in connection with the enforcement or potential enforcement administration of this Agreement the Transaction Documents or any Transaction Document 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 incurred by such Person and the other documents to be delivered hereunder or Purchaser in connection herewithwith the Transaction Documents or the transactions contemplated thereby.

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 Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable 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 Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and reasonable and documented out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable invoiced 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 Bank or the 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. Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, the Borrower shall only be obligated to reimburse any 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Collateral Agent, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Agent and the Collateral Custodian 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 herewithherewith 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 Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any indemnification obligations hereunder or under any other Transaction Document).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Facility Agent, the Account Bankother Agents and Secured Parties, the Collateral Custodian, the Securities Custodian, the Backup Servicer, the Administrative Agentany Successor Servicer and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor 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 Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer and the Collateral Custodian any Successor Servicer incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, including the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer and the Collateral Custodian any Successor Servicer with respect thereto and with respect to advising the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account Bank Securities Custodian, the Backup Servicer and the Collateral Custodian 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, 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 Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer or the Collateral Custodian and any Successor Servicer 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.

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 Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, and the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hSection 5.01(bb) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection 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 Lenders, the Lender Agents, and the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, and the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, Lenders or the Collateral Agent, the Account Bank, the Backup Servicer or the 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. Unless otherwise set forth herein, all costs and expenses shall be payable within 30 days after receipt of written demand therefor.

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7, 1.19 or 3.1, the Seller shall pay to the rights of indemnification granted to the Collateral AgentAdministrator, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay any Purchaser Agent and/or any Purchaser on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with (i) the preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (iiamendments or waivers of any provision) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other Transaction Documents along with all related documents to be delivered hereunder or and agreements (including the Confirmation Order and any other court filings in connection herewiththerewith), (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights (on behalf of the Secured Parties) in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, the Purchaser Agents or the Purchasers of the obligations of the Seller, the Transferor, 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 relating to any of the foregoing or to advising the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider or any other Program Support Provider about its rights and remedies under any Transaction Document and all reasonable out-of-pocket costs and expenses, if any expenses (including counsel fees and expenses), incurred by Attorney Costs) of the Administrative AgentAdministrator, the Lenders, the Lender Purchaser Agents, the Collateral AgentPurchasers, the Account Bank, the Backup Servicer any Liquidity Provider or the Collateral Custodian Program Support Provider in connection with the enforcement or potential enforcement of the Transaction Documents and in connection with the administration of the Transaction Documents. Subject to Section 1(e) of Exhibit IV of this Agreement Agreement, the Seller shall 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 Liquidity Provider or other Program Support Provider on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser or any Transaction Document by holder of membership interests of such Person and the other documents to be delivered hereunder or Conduit Purchaser in connection herewithwith the Transaction Documents or the transactions contemplated thereby, including costs related to the auditing of the Conduit Purchaser’s books by certified public accountants, Rating Agency fees and fees and out of pocket expenses of counsel of the Administrator, any Purchaser Agent and any Purchaser, or any membership interest holder, or administrator, of such for advice relating to such Conduit Purchaser’s operation.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Administrative Agent, the Account BankPurchaser Agents, the Trustee, the Backup Servicer, the Administrative AgentSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Seller 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 Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account BankTrustee, the Backup Servicer and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account BankTrustee, the Backup Servicer and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentTrustee, the Account Bank Backup Servicer and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (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 Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account BankTrustee, the Backup Servicer or the Collateral Custodian Secured Parties 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 herewithherewith (including any Hedging 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 and their respective Affiliates under Section 9.01 2.09, Section 2.10 and Section 9.02 8.01 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable 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 Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket documented expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the 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.

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7, 1.20 or 3.1, the Seller shall pay 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 Section 9.01 and Section 9.02 hereofAdministrator, each of the Borrower, the Servicer and the Transferor agrees to pay Purchaser Agent and/or any Purchaser on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with (i) the preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 this Agreement or following an Event of Default or Servicer Replacement Event and all the other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents and agreements to be delivered hereunder or and thereunder (and all reasonable costs and expenses in connection herewithwith any amendment, includingwaiver or modification of any thereof), without limitation(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 reasonable fees Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and out(v) the maintenance by the Administrator of the Lock-ofBox Accounts (and any related lock-pocket expenses of counsel box or post office box), including Attorney Costs for the Administrative AgentAdministrator, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Purchaser Agents and the Collateral Custodian with respect thereto and with respect Purchasers relating to any of the foregoing or to advising the Administrative AgentAdministrator or any member of any Purchaser Group (including, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian 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, instrument related thereto and all reasonable out-of-pocket costs and expenses, if any expenses (including counsel fees Attorney Costs) of the Administrator, any Purchaser Agent and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian any Purchaser in connection with the enforcement or potential enforcement administration of this Agreement the Transaction Documents or any Transaction Document 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 incurred by such Person and the other documents to be delivered hereunder or Purchaser in connection herewithwith the Transaction Documents or the transactions contemplated thereby.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Administrative Agent, the Account BankPurchaser Agents, the Backup Servicer, the Administrative AgentCollateral Custodian, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender AgentsSellers, jointly and severally, and the Collateral Custodian Originators, jointly and their respective Affiliates under Section 9.01 and Section 9.02 hereofseverally, each of the Borrower, the Servicer and the Transferor agrees agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer and the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) auditing, which shall be limited to two audits per year prior to the occurrence of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesa Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer and the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account 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, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer or the Collateral Custodian or the Secured Parties 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Collateral Agent, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Agent and the Collateral Custodian 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 herewithherewith or therewith (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 Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any indemnification obligations hereunder or under any other Transaction Document).

Costs, Expenses and Taxes. Borrower shall pay within five (a5) In addition to the rights of indemnification granted to the Collateral AgentBanking Days after demand, accompanied by an invoice therefor, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration (including due diligence and periodic auditing interpretation of the Loan Documents and inspections incurred 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 clauses the refinancing, restructuring, reorganization (hincluding a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses 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 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 United States of America for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 5.01 or following an Event of Default or Servicer Replacement Event 18.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and all other related costs, expenses, fees and expenses), renewal, amendment charges payable or modification of, any waiver or consent issued determined to be payable in connection with, with the filing or recording of this Agreement, the Transaction Documents and the any other documents Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection herewithwith any transaction pursuant hereto or thereto, includingand shall reimburse, without limitation, hold harmless and indemnify on the reasonable fees and out-of-pocket expenses of counsel for terms set forth in Section 18.11 the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian with respect thereto Lenders from and against any and all loss, liability or legal or other expense with respect to advising or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent, the Lenders, the Agent or any Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and Section 18.3 shall bear interest from the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by fifth Banking Day following the Administrative Agent, date of demand for payment at the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the 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 herewithDefault Rate.

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 Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor The Borrower agrees to pay on demand all reasonable costs and expenses of the Banks and the Agents, and any expenses incurred in connection with the preparation of this Agreement, the Notes and any other Related Writings, including, without limitation (i) administration and out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents 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 herewithwith the administration of this Agreement, includingthe Notes and the other instruments and documents to be delivered hereunder, 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 Lenderspreparation, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer execution and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian 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 herewithclause (i) above), (iv) all costs and all expenses, including reasonable attorneys’ fees and out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the restructuring or enforcement of or potential enforcement preservation of rights under this 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 Related Writings, (v) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches and UCC filings and (vi) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection with the Loans. 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 and delivery of this Agreement or any Transaction Document by such Person the Notes, and the other instruments and documents to be delivered 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 delay in paying or omission to pay such taxes or fees. The covenants of this Section 13.04 shall survive the repayment of the Loans and the termination of the obligations of the Banks hereunder to make Loans or in connection herewithissue Letters of Credit.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Section 3.1 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Seller agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with the preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (iiof Pool Receivables) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement, the Backup Servicing Agreement and the other documents and agreements to be delivered hereunder or in connection herewith, includingincluding all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement, the Liquidity Agreement, the Insurance Agreement, the Purchase and Sale Agreement, the Backup Servicing Agreement and the other documents and agreements to be delivered hereunder or in connection herewith and the waiving of any provisions thereof, and including in all cases, without limitation, the reasonable fees and out-of-pocket expenses of counsel Attorney Costs for the Administrative Agent, each Purchaser, each Program Support Provider, each Purchaser Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankInsurer, the Backup Servicer, any successor Servicer and the Collateral Custodian their respective Affiliates and agents with respect thereto and with respect to advising the Administrative Agent, the LendersPurchaser, each Program Support Provider, the Lender Agents, the Collateral Agent, the Account Bank Insurer and the Collateral Custodian their respective Affiliates and agents as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder Transaction Documents (provided that unless a Termination Event, ADESA Financial Covenant Event or Unmatured Termination Event shall have occurred, the costs and expenses payable in connection herewithwith the administration of the Transaction Documents (excluding any costs and expenses in connection with any amendment, amendment and restatement, modification, supplement or waiver and any costs and expenses in connection with enforcement) in any year shall not exceed $50,000), and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expensesAttorney Costs), incurred by of each Purchaser Agent, each Purchaser, each Program Support Provider, the Administrative Insurer, the Agent, the LendersBackup Servicer, the Lender Agentsany successor Servicer and their respective Affiliates and agents, the Collateral Agent, the Account Bank, the Backup Servicer or the 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 herewithTransaction Documents.

Costs, Expenses and Taxes. The Borrower shall pay on demand the reasonable costs and expenses (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicereach Arranger, the Administrative AgentAgent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the Lenders, the Lender Agents, the Collateral Custodian reasonable legal fees and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs expenses of Xxxxx Xxxx & Xxxxxxxx LLP and expenses Xxxxx Xxxxx & Xxxxxx LLP), (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with any such amendment, waiver, supplement or modification (including, without limitation, the preparationreasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent), executionand (c) if any Event of Default has occurred and is continuing, delivery, administration (including due diligence of the Administrative Agent and periodic auditing and inspections incurred the Banks in connection with clauses any workout, restructuring, reorganization (hincluding a bankruptcy reorganization) and (ii) in any event enforcement or attempted enforcement of Section 5.01 or following an Event of Default or Servicer Replacement Event the Loan Documents, and all other any matter related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewiththereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of counsel for any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Borrower or any Subsidiary thereof. The Borrower shall pay any and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Syndication Agent and the Collateral Custodian with respect thereto Banks from and against any and all loss, liability or legal or other expense with respect to advising or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the LendersSyndication Agent or any Bank) to perform any of its Obligations. This Section 11.3 shall not apply to the extent that any loss, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as liability or expense relates to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any Taxes (including counsel fees withholding Taxes and expenses)Other Taxes) for which there may be an indemnification, incurred by reimbursement or other payment obligation imposed on the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement Borrower pursuant to any other provision of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith(including, without limitation, Section 3.10).

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 Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor 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 Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewaladministration, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with y) 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, any Successor Servicer, the Collateral Agent, the Account BankSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article X hereof, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender Agentsa Successor Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender AgentsSuccessor Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender Agentsany Successor Servicer, the Collateral Agent, the Account Bank Agent and the Collateral Custodian 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 herewithherewith or therewith (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 Lenders, the Lender Agentsa Successor Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the rights Administrator, each member of indemnification granted to the Collateral Purchaser Group for which PNC acts as the Purchaser Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each member of the Borrower, Purchaser Group for which JPM acts as Purchaser Agent and each member of the Servicer and the Transferor agrees to pay Purchaser Group for which Fifth Third acts as Purchaser Agent on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with (i) the preparation, execution, delivery, delivery and administration (including due diligence amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and periodic auditing continuation) of the Administrator’s rights in the Receivables, Collections and inspections incurred other Pool Assets, (iv) the enforcement by the Administrator, PNC as Purchaser Agent or any member of the Purchaser Group for which PNC acts as Purchaser Agent, JPM as Purchaser Agent or any member of the Purchaser Group for which JPM acts as Purchaser Agent and Fifth Third as Purchaser Agent or any member of the Purchaser Group for which Fifth Third acts as Purchaser Agent 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 reasonable fees, costs and expenses of legal counsel for the Administrator, each member of the Purchaser Group for which PNC acts as the Purchaser Agent, each member of the Purchaser Group for which JPM acts as the Purchaser Agent and each member of the Purchaser Group for which Fifth Third acts as Purchaser Agent relating to any of the foregoing or to advising the Administrator, any member of the Purchaser Group for which PNC acts as the Purchaser Agent, any member of the Purchaser Group for which JPM acts as the Purchaser Agent and any member of the Purchaser Group for which Fifth Third acts as Purchaser Agent or any related Liquidity Provider or any other related Program Support Provider for the foregoing Groups about its rights and remedies under any Transaction Document or any related Funding Agreement and all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Administrator, PNC as Purchaser Agent, JPM as Purchaser Agent and Fifth Third as Purchaser Agent in connection with clauses (h) and (ii) the enforcement or administration of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents or any Funding Agreement. The Seller and Servicer shall, subject to the provisos set forth in Section 1(e) and Section 2(e) of Exhibit IV hereto, reimburse the Administrator, each member of the Purchaser Group for which PNC acts as the Purchaser Agent, each member of the Purchaser Group for which JPM acts as the Purchaser Agent and each member of the Purchaser Group for which Fifth Third acts as Purchaser Agent for the cost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for which PNC acts as Purchaser Agent, each Conduit Purchaser for which JPM acts as Purchaser Agent and each Conduit Purchaser for which Fifth Third acts as Purchaser Agent for any amounts such Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser for which PNC acts as Purchaser Agent, each Conduit Purchaser for which JPM acts as Purchaser Agent and each Conduit Purchaser for which Fifth Third acts as Purchaser Agent on demand for all reasonable costs and expenses incurred by such Conduit Purchaser or any shareholder of such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including certain costs related to the auditing of such Conduit Purchaser’s books by certified public accountants, and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the Rating Agencies and reasonable fees and out-of-pocket expenses of counsel of the Administrator, each member of the Purchaser Group for the Administrative which PNC acts as Purchaser Agent, each member of the Lenders, Purchaser Group for which JPM acts as the Lender Agents, Purchaser Agent and each member of the Collateral Purchaser Group for which Fifth Third acts as Purchaser Agent, or any shareholder, or administrator, of such for advice relating to such Conduit Purchaser’s operation. Administrator, each member of the Account Bank, Purchaser Group for which PNC acts as the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Purchaser Agent, and each member of the LendersPurchaser Group for which JPM acts as the Purchaser Agent and each member of the Purchaser Group for which Fifth Third acts as Purchaser Agent agree, the Lender Agentshowever, the Collateral Agent, the Account Bank that unless a Termination Event has occurred and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to is continuing all of such entities will be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred represented by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the 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 herewitha single law firm.

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 Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor NHLP agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration Banks (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Agent and the Collateral Custodian with respect thereto Banks and with respect to advising the Administrative Agentof local counsel, the Lendersif any, the Lender Agents, the Collateral Agent, the Account Bank whom Agent and the Collateral Custodian Banks' counsel may retain) in connection with the preparation, execution, delivery, administration, enforcement and/or protection of Agent's and the Banks' rights under the Loan Documents. In addition, National and NHLP shall indemnify Agent and the Banks from and against any and all costs, expenses (including reasonable legal fees), claims, demands, actions, losses or liabilities (except such as are a direct result of the gross negligence or willful misconduct of Agent and/or the Banks) that Agent and/or the Banks may suffer or incur in connection with this Agreement or any of the Loan Documents. In addition, NHLP agrees to their respective rights pay and remedies 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 financing statements) that may be payable in connection with the execution or delivery of this Agreement and the Collateral under this Agreement, or the issuance of the Notes or any other documents Loan Documents delivered or to be delivered hereunder under or in connection herewithwith this Agreement. NHLP, upon request, promptly will reimburse Agent and the Banks for all reasonable out-of-pocket costs and expensesamounts expended, if any (including counsel fees and expenses)advanced, or incurred by Agent and the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement Banks to satisfy any obligation of Borrower under this Agreement or any Transaction Document 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 such Person Agent and the other documents to be delivered hereunder or Banks in connection herewithwith any such matters, together with interest thereon at the rate applicable to past due principal and interest as set forth in the Loan Documents but in no event in excess of the maximum lawful rate of interest permitted by applicable law on each such amount. All obligations for which this Section provides shall survive any termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Section 17.1, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each Borrower or UACC on behalf of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Administrative/Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with the preparationpreparation (subject to the Fee Letter), execution, delivery, syndication and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents any Noncommitted Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and UACC further agrees to pay all reasonable costs and expenses of the Administrative/Collateral Agent in connection herewithwith any amendments, waivers or consents executed in connection with this Agreement and any Noncommitted Lender Liquidity Arrangement or other liquidity support facility, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Administrative/Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Administrative/Collateral Agent, the Account Bank and the Collateral Custodian Agent as to their respective its rights and remedies under this Agreement and the any Noncommitted Lender Liquidity Arrangement or other documents to be delivered hereunder or in connection herewithliquidity 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 Administrative/Collateral Agent, the Agents, the Lenders, the Lender AgentsInvestors, the Administrative/Collateral AgentAgent and their respective Affiliates, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement against UACC or potential enforcement the Borrower of this Agreement or any of the other Transaction Document by such Person Documents and the other documents and agreements to be delivered hereunder or in connection herewithwith respect hereto.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor 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 Lenders, the Lender Agents, the Collateral Agent, the Account BankSecurities Intermediary, the Backup Servicer Collateral Administrator and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankSecurities Intermediary, the Backup Servicer Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank Securities Intermediary, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankSecurities Intermediary, the Backup Servicer Collateral Administrator or the 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; provided that, with respect to fees, costs and expenses of counsel, the Borrower shall be liable hereunder only for the reasonable and documented fees and out-of-pocket costs and expenses of one firm of outside counsel (along with local counsel) to each of (i) the Administrative Agent, (ii) the Lenders, (iii) the Collateral Agent, (iv) the Securities Intermediary, (v) the Collateral Administrator and (vi) the Collateral Custodian.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred 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 Bank and the Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred subject to the limitations in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses6.11), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection 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, Agent and the Lenders, the Lender Agents, and one outside counsel for the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank and the Collateral Custodian and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Administrative Agent, the Account BankPurchaser Agents, the Backup Servicer, the Administrative AgentCollateral Custodian, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender Agents, the Collateral Custodian Seller and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Originator agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer and the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer and the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account 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 herewithherewith (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 Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer or the Collateral Custodian or the Secured Parties 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 herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account BankLiquidity Agent, the Backup Servicer, the Administrative AgentCollateral Custodian, the LendersPurchasers and its or their Affiliates and officers, directors, employees and agents thereof under Article VIII hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Seller agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian and the Collateral Custodian Purchasers incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian and the Collateral Custodian Purchasers with respect thereto and with respect to advising the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Custodian and the Collateral Custodian Purchasers as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian or the Collateral Custodian Purchasers 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Collateral Agent, the Lenders, the Lender Agents, the Collateral Custodian other Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article X hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Lenders and the Collateral Custodian other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket out‑of‑pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Lenders and the Collateral Custodian other Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Lenders and the Collateral Custodian 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 herewithherewith or therewith (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 Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Lenders or the Collateral Custodian other Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, subject to Section 12.07(c) below, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay (on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred so long as such expense is invoiced to the Borrower at least 10 Business Days prior to the Payment Date), all reasonable 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 Bank and the Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (it being understood that this Section 12.07(a) shall, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by in the case of the Administrative Agent, Agent and the Lenders, only apply with respect to one counsel to the Lender AgentsAdministrative Agent and the Lenders, the Collateral Agentcollectively), the Account Bank, the Backup Servicer or the Collateral Custodian in connection with and (y) 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Section 3.01 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Seller agrees to pay on demand all reasonable out-of-pocket and documented costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with the preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (iiof Pool Receivables) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, any asset purchase agreement or similar agreement relating to the Transaction Documents sale or transfer of interests in Receivable Interests in the Pool Receivables and the other documents and agreements to be delivered hereunder or in connection herewithand thereunder, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of one firm of primary counsel for the Administrative Agent, Agent and the Lenders, the Lender Purchaser Agents, the Collateral AgentPurchasers, the Account BankScotia Capital, the Backup Servicer PNC, BTMU, ST, BMO and the Collateral Custodian BMOTD and their respective Affiliates and agents with respect thereto and with respect to advising the Administrative Agent, Agent and the Lenders, the Lender Purchaser Agents, the Collateral AgentPurchasers, the Account Bank Scotia Capital, PNC, BTMU, ST, BMO and the Collateral Custodian BMOTD and their respective Affiliates and agents as to their respective rights and remedies under this Agreement Agreement, the fees of the Rating Agencies associated with reviewing the Transaction Documents and providing the other documents to be delivered hereunder or rating confirmations of each Purchaser’s Commercial Paper required in connection herewithwith the execution of this Agreement, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees reasonable and expenses)by applicable law, incurred by regulations or legal process, including a filing with the Administrative AgentSecurities and Exchange Commission through the XXXXX electronic filing system in accordance with United Rentals’ continuous disclosure obligations under the Securities Exchange Act of 1934, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian listing or quotation requirements of any exchange or quotation system on which securities of it or its parent or other Affiliates may be listed or quoted. Officers, directors, employees and agents of Scotia Capital, PNC, BTMU, ST, BMO, TD or any successor Purchaser Agent shall at all times have the right to share information received from United Rentals and its affiliates to appropriate parties 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 herewithproposed transaction on a confidential basis.

Costs, Expenses and Taxes. The Borrower shall pay on demand the reasonable costs and expenses (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicereach Arranger, the Administrative AgentAgent and the Syndication Agent in connection with the negotiation, preparation, execution and delivery of the Loan Documents (including, without limitation, the Lenders, the Lender Agents, the Collateral Custodian reasonable legal fees and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs expenses of Xxxxx Xxxx & Xxxxxxxx LLP and expenses Xxxxx Xxxxx & Xxxxxx LLP), (b) if a Borrower requests the amendment, waiver, supplement or modification the Loan Documents, of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with any such amendment, waiver, supplement or modification (including, without limitation, the preparationreasonable legal fees and out-of-pocket expenses of counsel to the Administrative Agent), executionand (c) if any Event of Default has occurred and is continuing, delivery, administration (including due diligence of the Administrative Agent and periodic auditing and inspections incurred the Banks in connection with clauses any workout, restructuring, reorganization (hincluding a bankruptcy reorganization) and (ii) in any event enforcement or attempted enforcement of Section 5.01 or following an Event of Default or Servicer Replacement Event the Loan Documents, and all other any matter related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewiththereto, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of counsel for any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent or any Bank, and including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of the Borrower or any Subsidiary thereof. The Borrower shall pay any and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Arrangers, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Syndication Agent and the Collateral Custodian with respect thereto Banks from and against any and all loss, liability or legal or other expense with respect to advising or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any party (other than any Arranger, the Administrative Agent, the LendersSyndication Agent or any Bank) to perform any of its Obligations. This Section 11.3 shall not apply to the extent that any loss, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as liability or expense relates to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any Taxes (including counsel fees withholding Taxes and expenses)Other Taxes) for which there may be an indemnification, incurred by reimbursement or other payment obligation imposed on the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement Borrower pursuant to any other provision of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.(including, without limitation, Section 3.10).‌

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Article XI hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian Seller and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Originator agrees to pay on demand all reasonable out-of-out of pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer and the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) auditing, which shall be limited to two audits per year prior to the occurrence of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesa Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer and the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account 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 herewithherewith (including any Hedging Agreement), 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 Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer or the Collateral Custodian or the Secured Parties 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 herewithherewith (including any Hedging 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 AgentsLender, the Collateral Custodian and their respective its Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, including without limitation, limitation the reasonable fees and out-of-of- pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the Collateral Custodian in connection with such Person’s enforcement, and after the enforcement or occurrence of an Event of Default, such Person’s potential enforcement enforcement, of this Agreement or any Agreement, the Transaction Document by such Person Documents and the other documents to be delivered hereunder or in connection herewith.

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 Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agenthereunder, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to Borrower shall pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account BankPortfolio Asset Servicer, the Backup Servicer Account Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses)administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, includingincluding the reasonable fees, without limitationdisbursements and other charges of rating agency and accounting costs and fees, the reasonable fees and documented out-of-pocket fees and expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account BankPortfolio Asset Servicer, the Backup Servicer Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Portfolio Asset Servicer, the Account Bank Bank, the Lenders and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, ; provided that the aggregate costs and expenses of the Lenders and the Calculation Agent that are payable under this Section 11.07(a)(i) shall not exceed (a) $250,000 in connection with the closing of the transactions contemplated by this Agreement and the other Transaction Documents and (b) $100,000 per annum thereafter; (ii) all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable and documented out-of-pocket counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account BankPortfolio Asset Servicer, the Backup Servicer Account Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of its rights, in each case, (a) under this Agreement or any other Transaction Document by such Person and the other documents to be delivered hereunder or (b) in connection herewithherewith or in connection with the Advances made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances; (iii) all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable and documented out-of-pocket counsel fees and expenses), incurred by the Borrower in connection with obtaining an initial investment grade rating of the Borrower by a Nationally Recognized Statistical Ratings Organization at the direction of the Lender, and in connection with the maintenance of such rating.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to 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 Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Collateral Administrator and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably 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 Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Collateral Administrator or the 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account BankLiquidity Agent, the Backup Servicer, the Administrative AgentCollateral Custodian, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article VIII hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Seller agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Custodian and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (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 LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian or the Collateral Custodian Secured Parties 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 herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Liquidity Agent, the Collateral Agent, the Account BankSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender AgentsLiquidity Agent, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender AgentsLiquidity Agent, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender AgentsLiquidity Agent, the Collateral Agent, the Account Bank Agent and the Collateral Custodian 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 herewithherewith or therewith (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 Lenders, the Lender AgentsLiquidity Agent, the Collateral Agent, the Account Bank, the Backup Servicer Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights By way of indemnification granted to the Collateral Agentclarification, and not of limitation, of Sections 1.7 or 3.1, the Account Bank, the Backup Servicer, Seller shall pay to the Administrative Agent, for its own account and for the Lendersaccount of each Purchaser, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with (i) the preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (iiamendments or waivers of any provision) of Section 5.01 this Agreement or following an Event of Default or Servicer Replacement Event and all the other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or thereunder, (ii) the perfection (and continuation) of the Administrative Agent’s rights in the Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrative Agent or the Purchasers of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable, and (iv) the maintenance by the Administrative Agent of the Lock-Box Accounts (and any related lock-box or post office box) and the Collection Accounts, including reasonable fees, costs and expenses of legal counsel for the Administrative Agent relating to any of the foregoing or to advising the Administrative Agent, any Purchaser any Liquidity Provider or any other Program Support Provider about its rights and remedies under any Transaction Document or any related Funding Document and all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Administrative Agent and any Purchaser in connection herewithwith the enforcement of the Transaction Documents or any Funding Document and in connection with the administration of the Transaction Documents. The Seller shall reimburse the Administrative Agent and each Purchaser for the cost of such Person’s auditors (which may be employees of such Person and/or auditors of the Seller) auditing the books, includingrecords and procedures of the Seller or the Servicer to the extent set forth in clause 1(e) of Exhibit IV. The Seller shall reimburse the Conduit Purchaser for any amounts the Conduit Purchaser must pay to any Liquidity Provider or other Program Support Provider pursuant to any Funding Document on account of any tax; excluding, without limitationhowever, any net income taxes or franchise taxes based upon net income imposed on any such Person as a result of a present or former connection between such Person and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from such Person having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement, the other Transaction Documents or any Liquidity Agreement or Program Support Agreement executed in connection herewith or therewith, or from the interest conveyed hereunder or thereunder in the Receivables and other Pool Assets or in respect of any Contract). The Seller shall reimburse the Conduit Purchaser on demand for all costs and expenses incurred by the Conduit Purchaser or any shareholder of the Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including the costs of the Rating Agencies and reasonable fees and out-of-pocket expenses of counsel for of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Agent or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement Conduit Purchaser, or any Transaction Document by shareholder, or administrator, of the Conduit Purchaser for advice relating to the Conduit Purchaser’s operation. For the avoidance of doubt, no Purchaser or other Affected Person shall be entitled to indemnification pursuant to this Section 6.4 of any cost, expense or other amount for which such Person and the other documents Purchaser has been compensated pursuant to be delivered hereunder any of Sections 1.7, 1.10, 3.1 or in connection herewith3.2.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay pay, on the Payment Date pertaining to the Collection Period in which such cost is incurred (or any prior Collection Period to the extent not previously paid) and in accordance with Section 2.04, on demand all reasonable reasonable, 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 Bank and the Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including due diligence periodic auditing), syndication (subject to the Borrower’s and periodic auditing the Administrative Agent’s mutual agreement in good faith that the relevant syndication costs reasonably benefit and inspections incurred in connection with clauses (h) and (ii) should be for the account of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesthe Borrower), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable reasonable, 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 Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsCollateral Agent, the Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, Bank and the Backup Servicer Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or to the Collateral Custodian in connection with herewith, and (y) 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; provided that the Borrower shall be liable hereunder only for the reasonable and documented fees and out-of-pocket costs and expenses of one firm of outside counsel to each of (x) the Administrative Agent and the Lenders, taken as a whole, and (y) the Collateral Agent, the Account Bank and the Collateral Custodian, and, in each case, one counsel per foreign or local jurisdiction; provided further that such counsel fees and expenses for work prior to the Closing Date shall be in an amount agreed to by the Borrower and the Administrative Agent on the Closing Date.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on the Payment Date pertaining to the Remittance Period in which such cost is incurred (or any prior Remittance Period to the extent not previously paid) and in accordance with Section 2.04, on demand all reasonable reasonable, documented and out-of-pocket all costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankCollateral Administrator, the Backup Servicer Account Bank and the Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable reasonable, documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankCollateral Administrator, the Backup Servicer Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsCollateral Agent, the Collateral AgentAdministrator, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with y) the enforcement or potential enforcement |US-DOCS\148390876.14|| of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

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 Custodian, the Servicer, the Agent’s Bank, the Agent, the LendersLenders and the Indemnified Parties, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket (and reasonably documented) costs and expenses of the Administrative AgentBackup Servicer, the LendersCustodian, the Lender AgentsServicer, the Collateral Agent, the Account ’s Bank, the Backup Servicer Lenders and the Collateral Custodian Agent incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification enforcement of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentBackup Servicer, the LendersServicer, the Lender AgentsCustodian, the Collateral Agent, the Account ’s Bank, the Backup Servicer Agent and the Collateral Custodian Lenders with respect thereto and with respect to advising the Administrative AgentBackup Servicer, the LendersCustodian, the Lender AgentsServicer, the Collateral Agent’s Bank, the Account Bank Agent and the Collateral Custodian Lenders as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative AgentBackup Servicer, the LendersCustodian, the Lender AgentsServicer, the Collateral Agent, the Account ’s Bank, the Backup Servicer Agent or the Collateral Custodian Lenders 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 herewithwith any Transaction Document. Notwithstanding anything to the contrary contained herein, the parties agree that in no event shall the Borrower be obligated to pay the fees and expenses of more than one counsel in respect of the Lenders, which counsel shall be counsel for the Agent.

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 Managing Agents, the Collateral Custodian other Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article IX hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Managing Agents and the Collateral Custodian other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Managing Agents and the Collateral Custodian other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank Managing Agents and the Collateral Custodian other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable 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 Managing Agents or the Collateral Custodian other Secured Parties 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.herewith (including any Hedge Agreement). (b) The 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 Lender in connection with this Agreement or the funding or maintenance of Advances hereunder. (c) The Borrower shall pay on demand all other costs, expenses and taxes (excluding income taxes), including, without limitation, all reasonable costs and expenses incurred by the Administrative Agent or any Managing Agent in connection with periodic audits of the Borrower’s or the Servicer’s books and records, which are incurred as a result of the execution of this Agreement. Section 12.9

Costs, Expenses and Taxes. (a) In addition to The Seller shall reimburse the rights of indemnification granted to the Collateral AgentPurchaser, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Operating Agent and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and Agent for all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses incurred in connection with the negotiation and preparation of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or Related Documents (including the reasonable fees and expenses of all of its special counsel, advisors, consultants and auditors retained in connection herewithwith the transactions contemplated thereby and advice in connection therewith). The Seller shall reimburse the Purchaser, the Operating Agent and the Collateral Agent for all reasonable out-of-pocket fees, costs and expenses, if any including the fees, costs and expenses of counsel or other advisors (including counsel fees environmental and expenses)management consultants and appraisers) for advice, incurred assistance, or other representation in connection with: (i) the forwarding to the Seller or any other Person on behalf of the Seller by the Administrative AgentPurchaser of any payments for Purchases made by it hereunder; (ii) any amendment, the Lendersmodification or waiver of, the Lender Agentsconsent with respect to, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement termination of this Agreement or any Transaction Document of the other Related Documents or advice in connection with the administration thereof or their respective rights hereunder or thereunder; (iii) any Litigation, contest or dispute (whether instituted by the Seller, the Purchaser, the Operating Agent, the Collateral Agent or any other Person as a party, witness, or otherwise) in any way relating to the Seller Collateral, any of the Related Documents or any other agreement to be executed or delivered in connection herewith or therewith, including any Litigation, contest, dispute, suit, case, proceeding or action, and any appeal or review thereof, in connection with a case commenced by or against the Seller or any other Person that may be obligated to the Purchaser, the Operating Agent or the Collateral 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 during the pendency of one or more Termination Events; (iv) any attempt to enforce any remedies of the Purchaser, the Operating Agent or the Collateral Agent against the Seller 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 during the pendency of one or more Termination Events; (v) any work-out or restructuring of the transactions contemplated hereby during the pendency of one or more Termination Events; and (vi) efforts to (A) monitor the Purchases or any of the Seller Secured Obligations, (B) evaluate, observe or assess any Originator, the Seller or the Servicer or their respective affairs, and (C) verify, protect, evaluate, assess, appraise, collect, sell, liquidate or otherwise dispose of any of the Seller 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 Person counsel and others in connection with or relating to any of the events or actions described in this Section 14.04, all of which shall be payable, on demand, by the Seller to the Purchaser, the Operating Agent or the Collateral Agent, as applicable. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include: 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 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) In addition, the Seller 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 or recording of this Agreement or any other Related Document, and the other documents Seller agrees to be delivered hereunder indemnify and save each Purchaser Indemnified Person harmless from and against any and all liabilities with respect to or in connection herewith.resulting from any delay or failure to pay such taxes and fees. SECTION 14.05

Costs, Expenses and Taxes. (a) In addition to the rights obligations 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 Originators under Section 9.01 and Section 9.02 hereofArticle IX, each of the BorrowerOriginator, the Servicer severally and the Transferor for itself alone, and NuStar Energy, jointly and severally with each Originator, agrees to pay on demand all reasonable 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 and the Collateral Custodian incurred in connection with the preparation, negotiation, execution, delivery, delivery and administration of this Agreement (including due diligence and periodic auditing and inspections incurred in connection with clauses (hor any supplement or amendment hereto) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, to this Agreement, the Transaction Documents 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 herewithtime hereto and thereto), including, without limitation, (i) the reasonable fees and out-of-pocket expenses of counsel Attorney Costs for the Administrative AgentBuyer (and any successors, permitted assigns thereof and any third-party beneficiary of the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Buyer’s rights thereunder) and the Collateral Custodian any of its Affiliates with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian any such Person as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or Transaction Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and out-of-pocket expenses for the Buyer (and any successors, permitted assigns thereof and any third-party beneficiary of the Buyer’s rights thereunder) and any of its Affiliates and the fees and charges of any nationally recognized statistical rating agency incurred in connection herewithwith the administration and maintenance of this Agreement or advising the Buyer (and any successors, permitted assigns thereof and any third-party beneficiary of the Buyer’s rights thereunder) as to its rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document. In addition, each Originator, severally and for itself alone, and NuStar Energy, jointly and severally with each Originator agrees 708335522 13436693 to pay on demand all reasonable and documented out-of-pocket costs and expenses, if any expenses (including counsel fees and expensesreasonable Attorney Costs), of the Buyer (and any successors, permitted assigns thereof and any third-party beneficiary of the Buyer’s rights thereunder) and its Affiliates, incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement of any of their respective rights or potential enforcement remedies under the provisions of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Section 17.1, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each Borrower or CAR on behalf of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-out of pocket costs and expenses of the Administrative Agent, the LendersCollateral Agent, the Lender AgentsBackup Servicer, the Agents and the Lenders in connection with the preparation (subject to the Fee Letter), execution, delivery and syndication of this Agreement, any Support Facility and the other documents and agreements to be delivered hereunder or with respect hereto, and CAR further agrees to pay all reasonable out of pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Account BankBackup Servicer, the Backup Servicer Agents and the Collateral Custodian incurred Lenders in connection with the preparationany amendments, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred waivers or consents executed in connection with clauses (h) this Agreement and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewithSupport Facility, including, without limitation, the reasonable actual fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankBackup Servicer, the Backup Servicer Agents and the Collateral Custodian Lenders with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank Backup Servicer, the Agents and the Collateral Custodian Lenders as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithany Support Facility, and to pay all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expensesexpenses actually incurred), incurred by of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankBackup Servicer, the Backup Servicer or Agents, the Collateral Custodian Lenders, the Investors, and their respective Affiliates, in connection with the enforcement against CCRT, CAR or potential enforcement the Borrower of this Agreement or any of the other Transaction Document by such Person Documents and the other documents and agreements to be delivered hereunder or with respect hereto, provided that, so long as no Facility Termination Event has occurred and is continuing, after the Effective Date the Borrower and CAR, individually or collectively, shall not be obligated under this Agreement to reimburse (x) the Administrative Agent, the Agents, the Lenders and the Investors for costs and expenses, including without limitation filing fees, periodic audit expenses, rating agency fees, due diligence expenses, accounting expenses, fees and expenses of counsel and disbursements, in connection herewithexcess of $100,000 in the aggregate in any calendar year, (y) the Backup Servicer for costs and expenses, including without limitation filing fees, periodic audit expenses, fees and expenses of counsel and disbursements, in excess of $25,000 in the aggregate in any calendar year and (z) the Collateral Agent for costs and expenses, including without limitation filing fees, periodic audit expenses, fees and expenses of counsel and disbursements, in excess of $25,000 in the aggregate in any calendar year.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account BankLiquidity Agents, the Backup Servicer, the Administrative Collateral Agent, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer Collateral Agent and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder 95 or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer Collateral Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral AgentBackup Servicer, the Account Bank Collateral Agent and the Collateral Custodian 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 herewithherewith or therewith (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 Lenders, the Lender Liquidity Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer Collateral Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging 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 AgentsLender, the Collateral Custodian and their respective its Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, including without limitation, limitation the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the Collateral Custodian in connection with such Person’s enforcement, and after the enforcement or occurrence of an Event of Default, such Person’s potential enforcement enforcement, of this Agreement or any Agreement, the Transaction Document by such Person Documents and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Collateral Agent, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Agent and the Collateral Custodian 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 herewithherewith 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 Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any indemnification obligations hereunder or under any other Transaction Document).

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 Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor 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 Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewaladministration, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with y) 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.. 174

Costs, Expenses and Taxes. Borrower shall pay within 15 days after demand the reasonable actual out-of-pocket costs and expenses of the Managing Agents and the Administrative Agent in connection with (a) In addition the negotiation, preparation, execution, delivery, arrangement, syndication and closing of the Loan Documents, provided that such costs and expenses do not exceed the amounts referred to in a letter agreement between Borrower and the rights Managing Agents, (b) administration of indemnification granted to the Collateral AgentLoan Documents, provided that such costs and expenses do not exceed the Account Bank, the Backup Servicer, amounts set forth in a letter agreement between Borrower and the Administrative AgentAgent and (c) any amendment, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each waiver or modification of the Borrower, Loan Documents. Borrower shall pay within 15 days after demand the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, Agent and each of the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Banks in connection with the preparationenforcement of any Loan Documents, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses any refinancing, restructuring, reorganization (hincluding a bankruptcy reorganization, if such payment is approved by the bankruptcy court or any similar proceeding). The costs and expenses referred to in the first sentence above (in the case of the Managing Agents and Administrative Agent only) and the second sentence above (ii) in the case of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents Administrative Agent and the Banks) shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other documents to be delivered hereunder or in connection herewith, including, without limitation, out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel retained by the Managing Agents and Administrative Agent or any of the Banks (including the allocated costs of in-house counsel), as the case may be, or independent public accountants and other outside experts retained by the Managing Agents and Administrative Agent (provided that Borrower shall not be liable under this Section 11.3 for the Administrative Agentfees and expenses of more than one firm of independent public accountants, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and or more than one expert with respect to advising a specific subject matter, at any one time). Nothing herein shall obligate Borrower to pay any costs and expenses in connection with an assignment of or participation in a Bank's Pro-Rata Share of the Administrative AgentCommitment. Borrower shall pay any and all documentary and transfer taxes, assessments or charges made by any Governmental Agency and all costs, expenses, fees, and charges payable or determined to be payable in connection with the Lendersexecution, the Lender Agentsdelivery, the Collateral Agentfiling or recording of this Agreement, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the any other documents Loan Document, or any other instrument or writing to be delivered hereunder or in connection herewiththereunder, and all reasonable out-of-pocket costs shall reimburse, hold harmless, and expenses, if any (including counsel fees and expenses), incurred by indemnify the Administrative AgentAgent and each Bank from and against any and all loss, liability, or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee, or charge or that any of them may suffer or incur by reason of the Lenders, failure of Borrower to perform - 104 - 110 any of its Obligations. Any amount payable to the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement Administrative Agent or any Transaction Document by such Person and Bank under this Section shall bear interest from the other documents to be delivered hereunder or date of receipt of demand for payment at the rate then in connection herewitheffect for Alternate Base Rate Loans.

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 Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, Banks and the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian any expenses incurred in connection with the preparationpreparation of this Agreement, executionthe Notes and any other Related Writings, deliveryincluding, without limitation (i) administration (including due diligence and periodic auditing and inspections incurred out‑of‑pocket expenses of the Agent in connection with clauses (h) the administration of this Agreement, the Notes, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder, amendments, modifications, approvals, consents or waivers hereto or hereunder, the addition, substitution or removal of any Collateral, (ii) extraordinary expenses of Section 5.01 the Agents or following an Event the Banks in connection with the administration of Default or Servicer Replacement Event this Agreement, the Notes and all the other related instruments and documents to be delivered hereunder, (iii) the reasonable fees and expensesout‑of‑pocket expenses of Agent’s Special Counsel in connection with the negotiation, preparation, execution and delivery of this Agreement and related matters (including, without limitation, those matters set forth in clause (i) above), renewal(iv) all costs and expenses, amendment or modification ofincluding reasonable attorneys’ fees and out‑of‑pocket expenses, any waiver or consent issued in connection withwith the restructuring or enforcement of or preservation of rights under this 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 Transaction Documents Notes and the other Related Writings, (v) all reasonable fees, expenses and disbursements of the Agent incurred in connection with UCC searches and UCC filings and (vi) all expenses relating to the use of Intralinks, SyndTrak or any other similar system for the dissemination and sharing of documents and information in connection with the Loans. 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 and delivery of this Agreement or the Notes, and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, and agrees to save the reasonable fees Agents 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 each Bank harmless from and the Collateral Custodian with respect thereto against any and all liabilities with respect to advising or resulting from any delay in paying or omission to pay such taxes or fees. The covenants of this Section 13.04 shall survive the Administrative Agent, repayment of the Lenders, the Lender Agents, the Collateral Agent, the Account Bank Loans and the Collateral Custodian as termination of the obligations of the Banks hereunder to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder make Loans or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement issue Letters of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithCredit.

Costs, Expenses and Taxes. Borrower shall pay on demand, accompanied by an invoice therefor, (a) In addition the reasonable costs and expenses of the Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents and any amendment thereto or waiver thereof, (b) subject to the rights of indemnification granted to the Collateral Agentlimitation set forth in Section 2.9 regarding certain audit and appraisal fees, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian reasonable costs and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each expenses of the Borrower, Agent in connection with the Servicer on-going administration and monitoring of the Loan Documents and the Transferor agrees to pay on demand all Collateral, and (c) the reasonable costs and expenses of the Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, collateral audit fees, search fees, and other out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable reason able fees and out-of-pocket expenses of any legal counsel for (including reasonably allocated costs of legal counsel employed by the Administrative AgentAgent or, if applicable, any Lender), independent public accountants and other outside experts retained by the Agent or, if applicable, any Lender, whether or not such costs and expenses are incurred or suffered by the Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any Loan Party. Such costs and expenses also shall include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the Lendersadministrative costs of the Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding Excluded Taxes, and all costs, expenses, fees and charges payable or determined to be payable in connection with the Lender Agentsfiling or recording of this Agreement, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the any other documents Loan Document or any other instrument or writing to be delivered hereunder or in connection herewiththereunder, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the enforcement Agent and the Lenders from and against any and all loss, liability or potential enforcement 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 this Agreement them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Agent or any Transaction Document by such Person and Lender under this Section 11.3 shall bear interest from the other documents to be delivered hereunder or in connection herewithsecond Banking 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 Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay to the Agents and the Lenders on demand all reasonable out-of-pocket costs costs, expenses and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian Reimbursable Taxes incurred or arising in connection with the preparation, documentation, negotiation, execution, delivery, funding, syndication (in accordance with clause (a) of the next sentence), administration or enforcement of the Credit Documents or the transactions contemplated thereby or effected pursuant thereto. Such costs, expenses and Reimbursable Taxes will include (including due diligence a) all reasonable fees, costs and periodic auditing and inspections expenses arising or incurred in connection with clauses the syndication of the Loans prior to the Closing Date, but not thereafter, including pursuant to Section 8.7(c), (hb) all reasonable fees of, and expenses incurred by, the Engineer, the Energy Consultant, Lenders' Counsel, the Process Agent, the Title Insurer, the Insurance Consultant and all other advisers and consultants engaged pursuant to the Credit Documents, (c) all Taxes and all filing and recordation fees and expenses payable in order to create, attach, perfect, continue and enforce the Liens of the Security Documents, and the cost of the Title Policies and all endorsements thereto, (d) all fees, costs, expenses, Taxes and insurance premiums incurred in connection the protection, maintenance, preservation, collection, liquidation or sale of, or foreclosure or realization upon, any Collateral, (e) all reasonable attorneys' fees and expenses and other costs incurred in connection with (i) complying with any subpoena or similar legal process relating in any way to any Project, any Document, Borrower, Guarantor, NEO, Generation II Locomotives, any Affiliate or any Project Party, (ii) determining the rights and responsibilities of Section 5.01 the Agents or following an Event of Default or Servicer Replacement Event and all other related fees and expenses)the Lenders under the Credit Documents, renewal(iii) any enforcement, amendment or modification restructuring of, any or waiver or consent issued in connection withunder, this Agreementunder any Credit Document, the Transaction Documents and the other documents to be delivered hereunder (iv) foreclosure or in connection herewithrealization upon any Collateral or (v) any bankruptcy, includinginsolvency, without limitationreceivership, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agentreorganization, the Lendersliquidation or similar proceeding or any appellate proceeding involving any Project, the Lender AgentsBorrower, the Collateral AgentGuarantor, the Account BankNEO, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative AgentGeneration II Locomotives, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder any Affiliate or in connection herewithany Project Party, and (f) all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), expense incurred by the Administrative Agent, the Lenders, the either Agent or any Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement payment of any Construction/Acquisition Loan on any day other than the last day of its Interest Period and with the borrowing of a Term Loan on any Funding Date other than the Funding Date projected in the Closing Pro Forma as of the Closing Date. Borrower agrees to make the payments required under this Agreement or any Transaction Document Section 8.11 regardless of whether the transactions contemplated by such Person the Credit Documents are consummated and hereby indemnifies the Agents and the Lenders for all liabilities resulting from any failure or delay in making any payment required under this Section 8.11. Borrower's obligations under this Section 8.11 constitute Obligations secured by the Security Document Liens. The Agents will provide to Borrower, at the expense of Borrower, copies of all invoices, receipts and other documents documentation relating to be delivered hereunder or in connection herewithany amount payable pursuant to this Section 8.11 and reasonably requested by Borrower.

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 Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor 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 Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewaladministration, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with y) 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.. 166

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Article XI hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian Seller and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Originator agrees to pay on demand all reasonable out-of-out of pocket costs and expenses of the Administrative Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) auditing, which shall be limited to two audits per year prior to the occurrence of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesa Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Custodian and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), 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 AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian or the Collateral Custodian Secured Parties 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.herewith (including any Hedging Agreement). 133

Costs, Expenses and Taxes. (a) In addition Notwithstanding anything to the rights of indemnification granted to contrary in the Collateral AgentLoan Papers, the Account Bank, Lenders are entitled to satisfy out of the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates retainers paid under Section 9.01 and Section 9.02 hereof4.01(m), each of the Borrower, the Servicer and the Transferor agrees to pay on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with the preparationpreparation and negotiation of all Loan Papers, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, limitation the reasonable fees and out-of-pocket expenses of O'Melveny & Xxxxx LLP, Special Counsel, Xxxxxx Xxxxxxxx, LLP, FCC counsel, PUC counsel for and local counsel, as appropriate, (ii) all costs and expenses (including reasonable advisors' and attorneys' fees and expenses) of Administrative Agent in connection with the administration, any interpretation, grant and perfection of any Lien, modification, amendment, waiver, release of any Loan Papers, restructuring or work-out or pursuant to the Chapter 11 Cases or any other insolvency or bankruptcy proceedings (including, without limitation, the ongoing monitoring by Administrative Agent of the Chapter 11 Cases, including attendance by Administrative Agent, the Lenders, and their counsel and financial advisors at hearings or other proceedings and the Lender Agentsongoing review of documents filed with the Court in respect thereof) and Administrative Agent's and Lenders' interests with respect to the Borrower and its Subsidiaries (including, without limitation, the ongoing review of Borrower's or any Subsidiary's business assets, operations, prospects or financial condition as Administrative Agent shall deem necessary), the Collateral Agentor the Obligations, (iii) all of the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by expenses of each of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian Lenders in connection with the enforcement modification, amendment, waiver, release of any Loan Papers, restructuring or potential work-out or pursuant to the Chapter 11 Cases or any other insolvency or bankruptcy proceedings, and (iv) all costs and expenses (including reasonable fees and expenses of attorneys and financial advisors) of Administrative Agent and each Lender in connection with any collection of any portion of the Obligations or the enforcement of this Agreement or any Transaction Document by such Person and Loan Papers during the other documents to be delivered hereunder or in connection herewithcontinuance of an Event of Default.

Costs, Expenses and Taxes. (a) In addition The Issuers and the ------------------------- Guarantor, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the Collateral Agentprinting, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian word processing and their respective Affiliates under Section 9.01 and Section 9.02 hereofreproduction of this Agreement, each of the BorrowerBasic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Final Memorandum and any amendment or supplement thereto, any other marketing related materials, (iii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the Servicer accountants and any other experts or advisors retained by the Company, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Notes, (vi) the qualification of the Notes under state securities and "Blue Sky" laws, including filing fees, word processing and reproduction costs of any "Blue Sky" memoranda and fees and disbursements of counsel to the Initial Purchasers relating thereto not to exceed $15,000, (vii) expenses of Company personnel and the Transferor agrees to pay on demand all reasonable out-of-pocket costs cost of any privately chartered air travel in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Administrative Agenttrustee, including fees and expenses of counsel to the LendersTrustee, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer (ix) all expenses and the Collateral Custodian listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(x) any fees charged by investment rating agencies for the rating of the Notes, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (iixi) of Section 5.01 or following an Event of Default or Servicer Replacement Event except as limited by Article VII, all costs and all other related expenses (including, without limitation, reasonable attorneys' fees and expenses), renewalif any, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement Agreement, the Notes or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Issuers shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, any Basic Document or the issuance of the Notes, and shall save and hold each Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian The Company and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to Borrower shall each pay on demand all the reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with the negotiation, preparation, executionexecution and delivery of the Loan Documents, deliveryand of the Administrative Agent, administration (including due diligence ING UK and periodic auditing and inspections incurred the Lenders in connection with clauses the amendment, waiver, refinancing, restructuring, reorganization (hINCLUDING a bankruptcy proposal, plan of arrangement or reorganization) and (ii) enforcement or attempted enforcement of Section 5.01 or following an Event of Default or Servicer Replacement Event the Loan Documents, and all other any matter related fees and expenses)thereto, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, includingINCLUDING, without limitation, filing fees, recording fees, title insurance fees, appraisal fees, search fees and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of counsel for any legal counsel, independent public accountants and other outside experts retained by the Administrative Agent and ING UK and INCLUDING, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent, ING UK or any Lender in connection with or during the Lenderscourse of any bankruptcy or insolvency proceedings or proceedings under any Debtor Relief Law of the Company, or any Subsidiary of the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising Company; PROVIDED that the Administrative Agent, ING UK and the Lenders shall, in connection with any such amendment, waiver, refinancing, restructuring, reorganization, enforcement or attempted enforcement of the Loan Documents be entitled to the services of only one firm of independent public accountants and shall use their best efforts to avoid duplicative efforts by legal counsel on behalf of Administrative Agent, and one or more Lenders. Without limitation on the foregoing, the Lender Agents, Company and each Borrower shall pay on demand the Collateral Agent, reasonable costs and expenses of the Account Bank Administrative Agent in connection with semi-annual audits of the business of the Company and its Restricted Subsidiaries and the Collateral Custodian as Collateral, PROVIDED THAT the cost associated with each individual auditor engaged in any such audit shall not exceed $350 per day. The Company and each Borrower each shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to their respective rights banks) and remedies under all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement and the Agreement, any other documents Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection herewithwith any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Creditors from and against any and all reasonable out-of-pocket costs and expensesloss, if liability or legal or other expense with respect to or resulting from any (including counsel fees and expenses)delay in paying or failure to pay any tax, incurred cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent, ING UK or any Lender under this Section shall bear interest at the LendersDefault Rate from the thirtieth day after a demand for payment. Notwithstanding any provision of this Section to the contrary, the Lender Agentsobligations of LEP UK under this Section shall not extend to any costs or expenses, taxes, fees or charges payable with respect to or relating to the Collateral Agent, Domestic Commitment and which do not relate to the Account Bank, the Backup Servicer or the 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 herewithUK Commitment.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account BankAdministrative Agent, the Backup Servicer, the Administrative AgentGroup Agents, the Lenders, the Lender AgentsCollateral Administrator, the Collateral Custodian Custodian, the Account Bank and their respective Affiliates under Section 9.01 8.01 and Section 9.02 hereof, each of the Borrower8.02, the Servicer Borrower and the Transferor agrees Collateral Manager agree to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Group Agents, the Lenders, the Lender AgentsCollateral Administrator, the Collateral AgentCustodian, the Account Bank, the Backup Servicer Bank and the Collateral Custodian Agent incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Group Agents, the Lenders, the Lender AgentsCollateral Administrator, the Collateral AgentCustodian, the Account Bank, the Backup Servicer Bank and the Collateral Custodian Agent with respect thereto and with respect to advising the Administrative Agent, the Group Agents, the Lenders, the Lender AgentsCollateral Administrator, the Collateral AgentCustodian, the Account Bank and the Collateral Custodian Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable and documented outside counsel fees and expenses), incurred by the Administrative Agent, the Group Agents, the Lenders, the Lender AgentsCollateral Administrator, the Collateral AgentCustodian, the Account Bank, the Backup Servicer or Bank and the Collateral Custodian 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; provided that the Borrower shall only be responsible for the fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction for all of the Group Agents and the Lenders, one outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent, and one outside counsel and one local counsel in each relevant jurisdiction for the Collateral Administrator and the Collateral Agent. If any material amendment of this Agreement or assignment, termination, resignation or removal hereunder would require any Conduit Lender (or its related Group Agent) to obtain a statement from any applicable rating agencies that its credit rating will not be downgraded, withdrawn or suspended as a result of such amendment, assignment, termination, resignation or removal, the applicable Group Agent will provide notice to the Borrower and the Administrative Agent if such a statement is required and the costs of obtaining any such rating agency statement shall be paid by the applicable Conduit Lender (or its related Group Agent).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agenthereunder, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to Borrower shall pay on demand (i) all reasonable out-of-pocket and documented out‐of‐pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account BankPortfolio Asset Servicer, the Backup Servicer Account Bank and the Collateral Custodian incurred in connection with the pre‐closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses)administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, includingincluding the reasonable fees, without limitationdisbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented out‐of‐pocket fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account BankPortfolio Asset Servicer, the Backup Servicer Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Portfolio Asset Servicer, the Account Bank Bank, the Lenders and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, ; provided that the aggregate costs and expenses of the Lenders and the Calculation Agent that are payable under this Section 11.07(a)(i) shall not exceed (a) $250,000 in connection with the closing of the transactions contemplated by this Agreement and the other Transaction Documents and (b) $100,000 per annum thereafter; (ii) all reasonable out-of-pocket and documented out‐of‐pocket costs and expenses, if any (including reasonable and documented out‐of‐pocket counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account BankPortfolio Asset Servicer, the Backup Servicer Account Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of its rights, in each case, (a) under this Agreement or any other Transaction Document by such Person and the other documents to be delivered hereunder or (b) in connection herewith.herewith or in connection with the Advances made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances; (iii) all reasonable and documented out‐of‐pocket costs and expenses, if any (including reasonable and documented out‐of‐pocket counsel fees and expenses), incurred by the Borrower in connection with

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 Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Each Credit Party agrees to pay on demand all reasonable out-of-pocket documented Related Expenses and all other costs and expenses of the Administrative Agent, the Lendersincluding, the Lender Agentsbut not limited to, the Collateral Agent(a) administration (including field examinations), the Account Banktravel and out of pocket expenses, the Backup Servicer including but not limited to reasonable attorneys’ fees and the Collateral Custodian incurred expenses, of Agent in connection with the preparation, executionnegotiation and closing of the Loan Documents and Related Writings and the administration of the Loan Documents and Related Writings, deliverythe collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder; (b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and Related Writings and the other instruments and documents to be delivered hereunder, administration (c) the reasonable fees and out of pocket expenses of special counsel for the Lenders, with respect to the foregoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto, (d) the hiring or retention (with the consultation of Borrowers during such times when no Event of Default exists) of any third party consultant deemed necessary by Agent and the Lenders to protect and preserve the Collateral, and (e) costs of settlement incurred by Agent after the occurrence of an Event of Default, including due diligence but not limited to (1) costs in enforcing any obligation or in foreclosing against the Collateral or other security or exercising or enforcing any other right or remedy available by reason of such Event of Default, (2) costs in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding or proposal, (3) costs of commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Credit Party and periodic auditing and inspections related to or arising out of the transactions contemplated hereby or by any of the Loan Documents, (4) costs of taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise) (other than a suit among the Lenders to which no Company is a party), (5) costs of protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral, (6) costs in connection with attempting to enforce or enforcing any lien on or security interest in any of the Collateral or any other rights under the Loan Documents, or (7) costs incurred in connection with clauses (h) and (ii) of Section 5.01 or following an meeting with any Credit Party to discuss such Event of Default or Servicer Replacement Event and the course of action to be taken in connection therewith. In addition, each Credit Party shall pay reasonable attorneys’ fees and reasonable fees of other professionals, all lien search and title search fees, all title insurance premiums, all filing and recording fees, all reasonable travel expenses and any and all stamp and other related similar taxes and fees and expenses), renewal, amendment payable or modification of, any waiver or consent issued determined to be payable in connection withwith the execution and delivery of the Loan Documents, this Agreement, the Transaction Documents and the other instruments and documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the agrees to hold Agent and each Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer harmless from and the Collateral Custodian with respect thereto against any and all liabilities with respect to advising or resulting from any delay in paying or omission to pay such taxes or fees unless such delay or omission is the Administrative Agentresult of the gross negligence or the willful misconduct of Agent or any Lender. All of the foregoing will be part of the obligations, payable within five (5) Business Days of demand (unless any of the Lendersforegoing are to be paid at closing), the Lender Agentsshall be accompanied by reasonably detailed invoices, and shall be secured by the Collateral Agent, and other security for the Account Bank and the Collateral Custodian as to their respective rights and remedies under Secured Debt. The obligations described in this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if Section 11.5 will survive any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement termination of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithrestructuring of the financing arrangements.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Liquidity Agent, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article VIII hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, and/or the Account Bank, the Backup Servicer or the Collateral Custodian Secured Parties 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; provided, however, that the Borrower shall -------- have no obligation to pay (i) any fees (exclusive of out-of-pocket expenses) of counsel to the Deal Agent, the Liquidity Agent, and the Secured Parties in connection with the initial preparation, execution and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith in excess of the amounts specified in the Fee Letter therefor or (ii) any other out-of-pocket expenses (exclusive of reasonable out-of-pocket expenses of counsel to the Deal Agent, the Liquidity Agent, and the Secured Parties), including any costs and expenses incurred in connection by the Deal Agent, the Liquidity Agent, or any Secured Party in connection with the initial due diligence for the transactions contemplated by this Agreement, incurred by any of the Deal Agent, the Liquidity Agent, and the Secured Parties in excess of the amounts specified in the Fee Letter therefor.

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 Custodian, the Servicer, the Agent’s Bank, the Agent, the LendersLender and the Indemnified Parties, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket (and reasonably documented) costs and expenses of Lyon (in its capacity as the Administrative AgentBackup Servicer or as a successor Servicer), the LendersCustodian, the Servicer, the Agent’s Bank, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian Agent incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification enforcement of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith 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 by any of the Borrower, the Servicer, the Lender or a rating agency 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 Early Amortization Event or an Event of Default, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentBackup Servicer, the LendersServicer, the Lender AgentsCustodian, the Collateral Agent, the Account ’s Bank, the Backup Servicer Agent and the Collateral Custodian Lender with respect thereto and with respect to advising the Administrative AgentBackup Servicer, the LendersCustodian, the Lender AgentsServicer, the Collateral Agent’s Bank, the Account Bank Agent and the Collateral Custodian Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative AgentBackup Servicer, the LendersCustodian, the Lender AgentsServicer, the Collateral Agent, the Account ’s Bank, the Backup Servicer Agent or the Collateral Custodian Lender 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.with any Transaction Document. 104

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 Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Each Loan Party agrees to pay on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, incurred by the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with the preparation, execution, delivery, filing, recording, and administration (including due diligence of this Agreement, each of the Related Documents, and periodic auditing and inspections incurred any other documents, instruments or agreements which may be delivered in connection with clauses this Agreement (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentLender, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian local counsel who may be retained by said counsel) with respect thereto and with respect to advising the Administrative AgentLender as to its rights and responsibilities under this Agreement, (ii) all costs and expenses in connection with all third party reports, the Lendersaudit, appraisal, valuation, investigation, and the Lender Agentscreation, perfection, priority or protection of the Lender's Liens against the Collateral, including, without limitation, all costs and expenses (A) to pay or discharge taxes, Liens, security interests or other encumbrances levied, placed or threatened against the Collateral Agentand (B) for title and lien searches, title insurance premiums, filing and recording fees and taxes, duplication costs and corporate search fees, including, without limitation, all title and lien searches, title insurance premiums, filing and recording fees and taxes incurred in connection with the Account Bank filing and recording of the Mortgages and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithDeeds of Trust, and (iii) all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian expenses in connection with the enforcement or potential audits, inspections and investigations conducted pursuant to Section 2.12 and Section 5.09 hereof, and (iv) all costs and expenses (including, without limitation, the reasonable fees and expenses of the Lender's counsel) of the Lender in connection with the monitoring, refinancing and/or enforcement of this Agreement and each of the Related Documents and such other documents, instruments or any Transaction Document by such Person and the other documents to agreements which may be delivered hereunder or in connection herewithwith this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay pay, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred (or any prior Remittance Period to the extent not previously paid) and in accordance with Section 2.04, all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Lenders incurred in connection with (x) the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent and the Lenders with respect thereto and with respect to advising the Administrative Agent and the Lenders as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, including the fees and expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with y) 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.

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 Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and 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-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the 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.. 126

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 Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and 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-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the 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.

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 AgentsLender, the Collateral Custodian and their respective its Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, including without limitation, limitation the reasonable fees and out-of-of- pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the Collateral Custodian in connection with such Person'sPerson’s enforcement, and after the enforcement or occurrence of an Event of Default, such Person'sPerson’s potential enforcement enforcement, of this Agreement or any Agreement, the Transaction Document by such Person Documents and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. In addition to its obligations under Article VII, each Originator, jointly and severally, agrees to pay promptly (a) In addition to the rights all of indemnification granted to the Collateral AgentBorrower’s, the Account Bank, the Backup Servicer, the each Credit Party’s and Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian ’s actual and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of preparation of the Transaction Documents and any consents, amendments, waivers or other modifications thereto; (b) all actual and reasonable out-of-pocket fees, expenses and disbursements of counsel to Borrower, each Credit Party and Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with the negotiation, preparation, execution, delivery, execution and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the any consents, amendments, waivers or other modifications thereto and any other documents to be delivered hereunder or in connection herewith, including, without limitation, matters requested by any DSG Party; (c) all the actual costs and reasonable fees and out-of-pocket expenses of creating and perfecting security interests in favor of Administrative Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel for to Borrower, each Credit Party and Administrative Agent; (d) all of Borrower, each Credit Party’s and Administrative Agent’s actual out-of-pocket costs and reasonable fees, expenses for, and disbursements of any of Borrower’s, such Credit Party’s or Administrative Agent’s auditors, accountants, consultants or appraisers whether internal or external, and all reasonable attorneys’ fees incurred by Borrower, each Credit Party and the Administrative Agent; (e) all the actual costs and reasonable expenses (including the reasonable fees, the Lendersexpenses and disbursements of any appraisers, the Lender Agentsconsultants, the Collateral Agent, the Account Bank, the Backup Servicer advisors and the Collateral Custodian with respect thereto agents employed or retained by Administrative Agent and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or its counsel) in connection herewithwith the custody or preservation of any of the Pool Receivables and Related Assets; (f) after the occurrence of an Unmatured Initial Servicer Default, Initial Servicer Default, an Unmatured Event of Default or an Event of Default, all actual and all reasonable out-of-pocket costs and expenses, if any including reasonable attorneys’ fees (including counsel fees allocated costs of internal counsel) and expenses)costs of settlement, incurred by Borrower, any Credit Party, Administrative Agent and Lenders in collecting any payments due from any DSG Party hereunder or under the Administrative Agentother Transaction Documents by reason of such Unmatured Initial Servicer Default, the LendersInitial Servicer Default, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Unmatured Event of Default or the Collateral Custodian Event of Default (including in connection with the enforcement sale of, collection from, or potential other realization upon any of the Pool Receivables or Related Assets or the enforcement of this Agreement or any the Transaction Document by such Person and the other documents to be delivered hereunder Documents) or in connection herewithwith any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Administrative Agent, the Account BankPurchaser Agents, the Backup Servicer, the Administrative AgentCollateral Custodian, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender Agents, the Collateral Custodian Seller and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Originator agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer and the Collateral Custodian and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) auditing, which shall be limited to two audits per year prior to the occurrence of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesa Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without 144 limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer and the Collateral Custodian and the Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account 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 herewithherewith (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 Lenders, the Lender Purchaser Agents, the Collateral AgentBackup Servicer, the Account Bank, the Backup Servicer or the Collateral Custodian or the Secured Parties 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 herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a23) In addition By way of clarification, and not of limitation, of Sections 1.7, 1.20 or 3.1, the Seller shall pay 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 Section 9.01 and Section 9.02 hereofAdministrator, each of the Borrower, the Servicer and the Transferor agrees to pay Purchaser Agent and/or any Purchaser on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with (i) the preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 this Agreement or following an Event of Default or Servicer Replacement Event and all the other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents and agreements to be delivered hereunder or and thereunder (and all reasonable costs and expenses in connection herewithwith any amendment, includingwaiver or modification of any thereof), without limitation(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 reasonable fees Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and out(v) the maintenance by the Administrator of the Lock-ofBox Accounts (and any related lock-pocket expenses of counsel box or post office box), including Attorney Costs for the Administrative AgentAdministrator, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Purchaser Agents and the Collateral Custodian with respect thereto and with respect Purchasers relating to any of the foregoing or to advising the Administrative AgentAdministrator or any member of any Purchaser Group (including, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian 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, instrument related thereto and all reasonable out-of-pocket costs and expenses, if any expenses (including counsel fees Attorney Costs) of the Administrator, any Purchaser Agent and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian any Purchaser in connection with the enforcement or potential enforcement administration of this Agreement the Transaction Documents or any Transaction Document 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 incurred by such Person and the other documents to be delivered hereunder or Purchaser in connection herewithwith the Transaction Documents or the transactions contemplated thereby.

Costs, Expenses and Taxes. Borrower shall pay on demand -------------------------- the reasonable costs and expenses of GE Capital, individually and in its capacity as Agent, and its Affiliates and agents, in connection with (a) In addition the negotiation, preparation, execution and delivery of the Loan Documents; (b) the ongoing administration (including, without limitation, consultation with attorneys in connection therewith and with respect to the Agent's rights and responsibilities under this Agreement and the other Loan Documents and the Agent's periodic audits of indemnification granted Borrower), amendment, waiver, refinancing, restructuring, reorganization (including the Chapter 11 Case or any other bankruptcy reorganization) and enforcement or attempted enforcement of any Loan Documents; (c) any assignment or sale of a participation by GE Capital permitted by Section 11.8 and (d) any matter related 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 Section 9.01 and Section 9.02 hereof, each any of the Borrowerforegoing, the Servicer including ------------ filing fees, recording fees, search fees, reasonable travel expenses, and the Transferor agrees to pay on demand all reasonable other out-of-pocket costs expenses and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of any legal counsel for and of any other professionals retained by GE Capital in any capacity (including, without limitation, King & Spalding, special counsel to the Administrative Agent and GE Capital, any other counsel retained by GE Capital in any capacity, auditors, accountants, appraisers, insurance and environmental advisors, records research firms, management consultants, and other consultants and agents), including any reasonable costs, expenses or fees incurred or suffered by GE Capital in any capacity, in connection with or during the course of the Chapter 11 Case or any other bankruptcy or insolvency proceedings of Borrower. Without limitation of the foregoing, Borrower will pay to the Agent a fee of $500 per day per auditor in connection with the Agent's field examinations of Borrower and will reimburse the Agent's expenses incurred in connection with the matters contemplated by Section 5.13(b). Borrower shall pay on demand the reasonable --------------- costs and expenses of each of the Lenders in connection with the refinancing, restructuring, reorganization (including the Chapter 11 Case or any other bankruptcy reorganization) and enforcement or attempted enforcement of any Loan Documents and any matter related thereto, including reasonable travel expenses and other out-of-pocket expenses and the reasonable fees and other out-of-pocket expenses of any legal counsel retained by any of the Lenders, including any reasonable costs, expenses or fees incurred or suffered by any of the Lender AgentsLenders in connection with or during the course of the Chapter 11 Case or any other bankruptcy or insolvency proceedings of Borrower. Borrower shall pay any and all documentary tax, stamp tax, intangibles tax, intangible recording tax, ad valorem tax, value added tax, excise tax and any other similar taxes or levies and all costs, expenses, fees and charges payable or determined to be payable in connection with the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the filing or recording of any Loan Document or any other documents instrument or writing to be delivered hereunder or in connection herewiththereunder, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the enforcement Agent and each Lender from and against any and all loss, liability or potential enforcement legal or other expense with respect to or resulting from any delay in paying or failure to pay any tax, cost, expense, fee or charge that any of this Agreement them may suffer or incur by reason of the failure of Borrower to perform any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithof its Obligations.

Costs, Expenses and Taxes. In addition to its obligations under Article VII whether or not the transactions contemplated hereby shall be consummated, the Seller, jointly and severally, agrees to pay promptly (a) In addition to the rights all of indemnification granted to the Collateral AgentBuyer’s, the Account Bank, the Backup Servicer, the each Credit Party’s and Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian ’s actual and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of preparation of the Transaction Documents and any consents, amendments, waivers or other modifications thereto; (b) all the reasonable fees, expenses and disbursements of counsel to Buyer, each Credit Party and Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with the negotiation, preparation, execution, delivery, execution and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the any consents, amendments, waivers or other modifications thereto and any other documents to be delivered hereunder or in connection herewith, including, without limitation, matters requested by any Exela Party; (c) all the actual costs and reasonable fees and out-of-pocket expenses of creating and perfecting security interests in favor of Administrative Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel for to Buyer, each Credit Party and Administrative Agent and of counsel providing any opinions that any Credit Party may request in respect of the Receivables and Related Assets or security interests created pursuant to the Transaction Documents; (d) all of Buyer, each Credit Party’s and Administrative Agent’s actual costs and reasonable fees, expenses for, and disbursements of any of Buyer’s, such Credit Party’s or Administrative Agent’s auditors, accountants, consultants or appraisers whether internal or external, and all reasonable attorneys’ fees (including allocated costs of internal counsel and expenses and disbursements of outside counsel) incurred by Buyer, each Credit Party and the Administrative Agent; (e) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Administrative Agent and its counsel) in connection with the Lenderscustody or preservation of any of the Receivables and Related Assets; (f) all the actual costs and reasonable expenses of the Credit Parties, Administrative Agent and Lenders in connection with the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian attendance at any meetings in connection with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or Transaction Documents; (g) all other actual and reasonable costs and expenses incurred by Buyer, each Credit Party and Administrative Agent in connection herewithwith the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Transaction Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of an Unmatured Initial Servicer Default, Initial Servicer Default, an Unmatured Event of Default or an Event of Default, all reasonable out-of-pocket costs and expenses, if any including reasonable attorneys’ fees (including counsel fees allocated costs of internal counsel) and expenses)costs of settlement, incurred by Buyer, any Credit Party, Administrative Agent and Lenders in collecting any payments due from any Exela Party hereunder or under the Administrative Agentother Transaction Documents by reason of such Unmatured Initial Servicer Default, the LendersInitial Servicer Default, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Unmatured Event of Default or the Collateral Custodian Event of Default (including in connection with the enforcement sale of, collection from, or potential other realization upon any of the Receivables or Related Assets or the enforcement of this Agreement or any the Transaction Document by such Person and the other documents to be delivered hereunder Documents) or in connection herewithwith any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred and invoiced to the Borrower all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Managing Agents, the Backup Servicer and any other Successor Servicer, the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian other Secured Parties and its or their respective Affiliates and 140 officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article X hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket and documented costs and expenses of the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral each Managing Agent, the Account Bank, the Backup Servicer or other Successor Servicer, the Collateral Agent and the Collateral Custodian other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral each Managing Agent, the Account Bank, the Backup Servicer or other Successor Servicer, the Collateral Agent and the Collateral Custodian other Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, each Managing Agent, the Lenders, the Lender AgentsBackup Servicer and any other Successor Servicer, the Collateral Agent, the Account Bank Agent and the Collateral Custodian 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 herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable out-of-pocket and documented costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral any Managing Agent, the Account Bank, the Backup Servicer or other Successor Servicer, the Collateral Custodian Agent or the other Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging 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 and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred in connection with the preparation, executionissuance, delivery, filing, recording, and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents Letters of Credit, the Extensions of Credit and the any other documents to which may be delivered hereunder or in connection herewithwith this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentAgent and the Issuing Lender incurred in connection with the preparation and negotiation of this Agreement, the LendersLetters of Credit, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Extensions of Credit and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be any document delivered hereunder or in connection herewith, therewith and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), expenses incurred by the Administrative AgentAgent (and, in the case of clause (iii) or (iv) below, any Lender) (including reasonable fees and out of pocket expenses of counsel) in connection with (i) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement, the LendersExtensions of Credit and the Letters of Credit, (ii) any and all amounts which the Administrative Agent or any Lender has paid relative to the Administrative Agent's or such Lender's curing of any Event of Default resulting from the acts or omissions of the Borrower under this Agreement or any other Loan Document, (iii) the enforcement of, or protection of rights under, this Agreement or any other Loan Document (whether through negotiations, legal proceedings or otherwise), (iv) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Lender from paying any amount under the Letters of Credit or (v) any waivers or consents or amendments to or in respect of this Agreement, the Lender AgentsExtensions of Credit or the Letters of Credit requested by the Borrower. In addition, the Collateral Agent, the Account Bank, the Backup Servicer Borrower shall pay any and all stamp and other taxes and fees payable or the Collateral Custodian determined to be payable in connection with the enforcement or potential enforcement execution, delivery, filing and recording of this Agreement Agreement, the Letters of Credit, the Extensions of Credit or any Transaction Document by of such Person other documents, and agree to save the Issuing Lender, the Administrative Agent and the other documents Lenders harmless from and against any and all liabilities with respect to be delivered hereunder or resulting from any delay in connection herewithpaying or omission to pay such taxes and fees.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentEach Loan Party, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian jointly and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor severally agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Agent (including Attorney Costs and the Collateral Custodian incurred any Taxes) in connection with the preparation, execution, delivery, delivery and administration (including due diligence perfection and periodic auditing and inspections incurred in connection with clauses (h) and (iiprotection of any Collateral) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction other Loan Documents and the all other documents provided for herein or delivered or to be delivered hereunder or in connection herewithherewith (including any amendment, includingsupplement or waiver to any Loan Document), without limitation, whether or not the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the transactions contemplated hereby or thereby shall be consummated (“Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithExpenses”), and all reasonable out-of-pocket costs and expenses, if any expenses (including counsel Attorney Costs and any Taxes) incurred by Administrative Agent and each Lender after an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof. The Loan Parties shall have deposited $5,000 with Administrative or its Affiliates prior to the Closing Date, which amount shall be credited against the Lender Expenses. The Loan Parties shall pay to Administrative Agent the following expenses promptly following receipt of invoices: (i) Lender Expenses constituting legal fees and expensestravel up to $200,000 (the “Expense Cap”), plus costs associated with security interest filings (including with the United States Patent and Trademark Office), (ii) Lender Expenses incurred by in connection with the Administrative AgentFinancing with Eligible Stockholders in accordance with Section 10.13 hereof, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer including any amendments to this Agreement or the Collateral Custodian Certificate of Designations for the Series A Preferred Stock incurred in connection therewith or as contemplated by Schedule 10.13 and (iii) Lender Expenses in connection with the enforcement of Administrative Agent’s rights and remedies with respect to (x) the collection of any Obligations, (y) the enforcement or potential enforcement collection of the Collateral or (z) any provision of this Agreement or any Transaction Document by such Person other Loan Document. The Expense Cap is inclusive of amounts reimbursed to Agent in connection with the closing of the Original Loan. In addition, each Loan Party agrees to pay, and to save Administrative Agent and the other documents to be delivered hereunder or Lenders harmless from all liability for, any fees of Borrower’s auditors in connection herewithwith any reasonable exercise by Administrative Agent and the Lenders of their rights pursuant to Section 10.2. All Obligations provided for in this Section 15.5 shall survive repayment of the Term Loans, cancellation of the Term Notes, or termination of this Agreement.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentBorrowers, the Account Bankjointly and severally, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees agree to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Agent (including Attorney Costs and the Collateral Custodian incurred any Taxes) in connection with the preparation, execution, deliverysyndication, delivery and administration (including due diligence perfection and periodic auditing protection of any Collateral and inspections incurred in connection with clauses the costs of Intralinks (h) and (iior other similar service), if applicable) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction other Loan Documents and the all other documents provided for herein or delivered or to be delivered hereunder or in connection herewithherewith (including any amendment, includingsupplement or waiver to any Loan Document), without limitation, whether or not the reasonable 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 and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to transactions contemplated hereby or thereby shall be delivered hereunder or in connection herewithconsummated, and all reasonable out-of-pocket costs and expenses, if any expenses (including counsel fees Attorney Costs and expenses), any Taxes) incurred by the Administrative Agent, Agent and each Lender following the Lenders, occurrence and during the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian continuance of an Event of Default in connection with the enforcement collection of the Obligations or potential the enforcement of this Agreement the other Loan Documents or any Transaction Document such other documents or during any workout, restructuring or negotiations in respect thereof (limited, in the case of any workout, restructuring and related negotiations, to Attorney Costs for one external law firm on behalf of all Lenders (other than Administrative Agent), as well as to all such Attorney Costs incurred by such Person Administrative Agent). In addition, Borrowers, jointly and severally, agree to pay, and to save the Administrative Agent and the other documents to be delivered hereunder or Lenders harmless from all liability for, any fees of Borrowers’ auditors in connection herewith.with any reasonable exercise by the Administrative Agent and the Lenders of their rights pursuant to Section 10.2 (limited to only those fees that are reasonable, so long as no Event of Default is in existence at the time Administrative Agent or any Lender exercises rights pursuant to Section 10.2). All Obligations provided for in this

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 Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor The Borrower agrees to pay on demand all reasonable 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 and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expenses)filing, renewalrecording, administration, modification, amendment or modification of, any and/or waiver or consent issued in connection with, of this Agreement, the Transaction Documents Loan Notes and the other documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, including the reasonable fees and documented out-of-pocket fees and expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Green Loan Structuring Agent and the Collateral Custodian Paying Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank Green Loan Structuring Agent and the Collateral Custodian 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, and pay on demand all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian ) (A) in connection with the enforcement (whether through negotiations, legal [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. proceedings or potential enforcement otherwise) of this Agreement or any Transaction Document by such Person Agreement, the Loan Notes and the other documents to be delivered hereunder and (B) incurred by the Administrative Agent or the Paying Agent in connection herewithwith the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented out-of-pocket counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented out-of-pocket fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Green Loan Structuring Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification 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 Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the 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.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account BankLiquidity Agent, the Backup Servicer, the Administrative Collateral Agent, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Agent and the Collateral Custodian 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 herewithherewith or therewith (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 LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging 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 and their respective Affiliates Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower, the Servicer and 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-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank and the Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable 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 Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer Bank or the 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.. 132

Costs, Expenses and Taxes. (a) In addition The Company agrees to pay all costs and expenses incident to the rights performance of indemnification granted its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant 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 Section 9.01 and Section 9.02 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) its negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the Borrowerother Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Final Memorandum and any amendment or supplement thereto, any other marketing related materials and any "blue sky" memoranda (which shall include the reasonable disbursements of counsel to the Initial Purchaser in respect thereof), (iii) all arrangements relating to the delivery to the Initial Purchaser of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the Servicer accountants and any other experts or advisors retained by the Company, (v) the fees and expenses of counsel to the Initial Purchaser, (vi) preparation (including printing), issuance and delivery to the Initial Purchaser of the Securities, including transfer agent fees, (vii) the qualification of the Securities under state securities and "blue sky" laws, including filing fees and reasonable fees and disbursements of counsel to the Initial Purchaser relating thereto, (viii) its respective expenses and the Transferor agrees to pay on demand all reasonable out-of-pocket costs cost of any private or chartered jets in connection with any meetings with prospective investors in the Securities, (ix) fees and expenses of the Administrative Trustee, Debenture Trustee, Warrant Agent, Unit Agent and transfer agent for the LendersShares including fees and expenses of counsel to the Trustee, the Lender AgentsDebenture Trustee, the Collateral Warrant Agent, Unit Agent and transfer agent for the Account BankShares, the Backup Servicer (x) all expenses and the Collateral Custodian listing fees incurred in connection with the preparationapplication for quotation of the Securities on PORTAL, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hxi) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related any fees and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel charged by investment rating agencies for the Administrative Agent, rating of the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the 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.Securities and

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Backup Servicer ((whether in its capacity as Backup Servicer or successor Servicer), the Custodian, the Agent’s Bank, the Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective its Affiliates under Section 9.01 and Section 9.02 8.01 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket (and reasonably documented) costs and expenses of the Administrative AgentBackup Servicer, the LendersCustodian, the Agent’s Bank, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian Agent incurred in connection with the preparation, execution, delivery, delivery or administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 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 or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith that is necessary or requested (and, with respect to the Lender or a Rating Agency, actually entered into) by any of the Borrower, the Servicer, the Lender or a Rating Agency 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 AgentBackup Servicer, the LendersCustodian, the Lender Agents, the Collateral Agent, the Account ’s Bank, the Backup Servicer Agent and the Collateral Custodian Lender with respect thereto and with respect to advising the Administrative AgentBackup Servicer, the LendersCustodian, the Lender AgentsAgent’s Bank, the Collateral Agent, the Account Bank Agent and the Collateral Custodian Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative AgentBackup Servicer, the LendersCustodian, the Lender Agents, the Collateral Agent, the Account ’s Bank, the Backup Servicer Agent or the Collateral Custodian Lender 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.

Costs, Expenses and Taxes. Borrower shall pay within five (a5) In addition to the rights of indemnification granted to the Collateral AgentBanking Days after demand, accompanied by an invoice therefor, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer and the Collateral Custodian incurred Agent in connection with the negotiation, preparation, executionsyndication, deliveryexecution and delivery of the Loan Documents and any amendment thereto or waiver thereof. Borrower shall also pay on demand, administration (including due diligence accompanied by an invoice therefor, the reasonable costs and periodic auditing expenses of the Administrative Agent and inspections incurred the Lenders in connection with clauses the refinancing, restructuring, reorganization (hincluding a bankruptcy reorganization) and (ii) enforcement or attempted enforcement of Section 5.01 or following an Event of Default or Servicer Replacement Event the Loan Documents, and all any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other related fees out-of-pocket expenses and expenses), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, 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 the Lenders (as a group), independent public accountants and other outside experts retained by the Administrative Agent or the Lenders (as a group), whether or not such costs and expenses are incurred or suffered by the Administrative Agent or the Lenders (as a group) in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower 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 Borrower, the Lendersadministrative costs of the Administrative Agent reasonably attributable thereto. Borrower 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, gross income or gross receipts and franchise taxes 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", (ii) any withholding taxes or other taxes based on gross income imposed by the Lender AgentsUnited States of America (other than withholding taxes and taxes based on gross income resulting from or attributable to any change in any law, rule or regulation or any change in the Collateral Agentinterpretation or administration of any law, rule or regulation by any Governmental Agency) or (iii) any withholding taxes or other taxes based on gross income imposed by the Account Bank, the Backup Servicer and the Collateral Custodian with respect thereto and United States of America for any period with respect to advising which it has failed to provide Borrower with the Administrative Agentappropriate form or forms required by Section 11.21, to the Lendersextent such forms are then required by applicable Laws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the Lender Agentsfiling or recording of this Agreement, the Collateral Agent, the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the any other documents Loan Document or any other instrument or writing to be delivered hereunder or in connection herewiththereunder, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or the Collateral Custodian in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the enforcement terms set forth in 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or potential enforcement 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 this Agreement 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 or any Transaction Document by such Person and Lender under this Section 11.3 shall bear interest from the other documents to be delivered hereunder or in connection herewithsecond Banking 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 Collateral Deal Agent, the Account BankLiquidity Agent, the Backup Servicer, the Administrative AgentCollateral Custodian, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article VIII hereof, the Lender Agents, the Collateral Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower, the Servicer and the Transferor Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian and the Collateral Custodian Secured Parties incurred in connection with the preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (h) and (ii) of Section 5.01 or following an Event of Default or Servicer Replacement Event and all other related fees and expensesauditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (excluding any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank Custodian and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (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 LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Backup Servicer Custodian or the Collateral Custodian Secured Parties 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 herewithherewith (including any Hedging Agreement).