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 Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower Seller and Originator agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent, the Managing Agents Backup Servicer, the Collateral Custodian and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, which shall be limited to two audits per year prior to the occurrence of a Termination Event), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Backup Servicer, the Collateral Custodian and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Backup Servicer, the Collateral Custodian and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection 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 Managing Agents Backup Servicer, the Collateral Custodian or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX VIII hereof, the Borrower agrees to pay on to the Administrative Agent and each Managing Agent promptly after written demand thereof (i) all reasonable costs and expenses of the Administrative Agent, the Agent and each Managing Agents and the other Secured Parties incurred Agent in connection with the preparation, execution, delivery, administration execution and delivery (including periodic auditing)any requested amendments, amendment waivers or modification of, or any waiver or consent issued in connection with, consents) of this Agreement and the other documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, including all pre-closing due diligence expenses and the reasonable fees and out-of-pocket expenses of a single law firm as special counsel for the Administrative Agent, the Managing Agents and the other Secured Parties Agent with respect thereto and with respect to advising the Administrative Agent, the Agent and each Managing Agents Agent and the other Secured Parties related Lenders as to their respective rights and remedies under this Agreement Agreement, and the other documents to be delivered hereunder or in connection herewithagreements executed pursuant hereto, and (ii) all reasonable costs and expenses, if any out-of-pocket expenses (including reasonable counsel fees and expensesexpenses of a single outside counsel), incurred by the Administrative Agent, Agent and each Managing Agent in connection with any amendment to any of the Facility Documents after the Closing Date and (iii) all reasonable costs and out-of-pocket expenses incurred by the Administrative Agent and each Managing Agents or the other Secured Parties Agent in connection with the enforcement of this Agreement and the other agreements and documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)after the occurrence of an Event of Default.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Managing Agents and the other Secured Parties incurred in connection with the on-site due diligence (including travel related expenses) or with the preparation, negotiation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the costs, fees and expenses of any third-party auditor engaged under the terms of this Agreement and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the Lenders and the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX VIII hereof, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative AgentManaging Agents, the Managing Agents Lenders and the other Secured Parties Administrative Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditingauditing permitted hereunder), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, includingincluding rating agency fees, without limitationauditor fees, the annual servicing report referred to in Section 6.11 and out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of one external counsel for the Administrative Agent, the any Managing Agents Agent and the other Secured Parties any Lender with respect thereto and thereto, collectively, with respect to advising the Administrative Agent, the any Managing Agents Agent and the other Secured Parties any Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the any Managing Agents or the other Secured Parties Agent and any Lender in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Managing Agents and the other Secured Parties incurred in connection with the on-site due diligence (including travel related expenses) or with the preparation, negotiation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the costs, fees and expenses of any third-party auditor engaged under the terms of this Agreement and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Deal Agent, the Managing Agents, the other Secured Parties Parties, the Backup Servicer and the Collateral Custodian and its or their Affiliates and officers, directors, employees and agents thereof under Article IX X hereof, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Deal Agent and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, (including any Hedging Agreement) including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Deal Agent and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Deal Agent and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, herewith (including any Hedging Agreement) and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Deal Agent or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower (or, if the Borrower fails to do so, Fair) agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Lenders, the Backup Servicer, the Successor Servicer, the Collateral Custodian and the other Secured Parties incurred in connection with the preparation, execution, delivery, third party administration (including such term to include, subject to the proviso below, periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, reasonable expenses for travel and lodging, background checks, auditor fees and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties such Persons with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties such Persons as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and out-of-pocket expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including herewith; provided that, prior to an Event of Default or Unmatured Event of Default, any Hedge Agreement)expenses in connection with periodic audits shall be limited to $25,000 per calendar year; provided further that the Borrower shall not have to pay any amounts to the Administrative Agent with respect to periodic audits if the Administrative Agent has previously conducted a periodic audit of an Affiliate of the Borrower and charged any related costs to such Affiliate or any other Affiliate of the Borrower.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties Parties, the Backup Servicer and the Trustee and its or their Affiliates and officers, directors, employees and agents thereof under Article IX X hereof, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Agent and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, (including any Hedging Agreement) including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Agent and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Agent and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, herewith (including any Hedging Agreement) and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Agent or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Administrative Agent, the Managing AgentsLenders and their respective Affiliates under Section 8.01 and Section 8.02 hereof, each of the Borrower, the other Secured Parties Servicer and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower Transferor agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Managing Agents Lenders and the other Secured Parties Collateral Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), syndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Lenders and the other Secured Parties Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Lenders and the other Secured Parties Collateral 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 out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or Lenders and the other Secured Parties Collateral Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties under Section 8.01 and its or their Affiliates and officers, directors, employees and agents thereof under Article IX Section 8.02 hereof, the Borrower agrees to pay pay, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred, all reasonable costs and expenses of the Administrative Agent, the Managing Agents Lenders, the Collateral Agent, the Account Bank and the other Secured Parties Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including periodic auditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Lenders, the Collateral Agent, the Account Bank and the other Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Lenders, the Collateral Agent, the Account Bank and the other Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by y) the Administrative Agent, the Managing Agents enforcement or the other Secured Parties in connection with the potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties Owners and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower Seller agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Managing Agents Purchasers and the other Secured Parties Agent incurred in connection with the preparation, execution, delivery, administration (including periodic auditingauditing and amounts paid to any Lock-Box Bank or the bank at which the Collection Account is maintained in respect of disallowed items, fees and charges or for any other reason), amendment amendment, modification or modification syndication of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewithTransaction Documents, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Agent and the other Secured Parties Purchasers with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Agent and the other Secured Parties 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 costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Agent or the other Secured Parties Owners in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower Originator agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Lenders, the Backup Servicer, the Collection Account Bank, the Successor Servicer, the Trustee and the other Secured Parties incurred in connection with the preparation, execution, delivery, third party administration (including such term to include, subject to the proviso below, periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, Rating Agency fees, reasonable expenses for travel and lodging, background checks, auditor fees and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties such Persons with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties such Persons as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any expenses (including reasonable counsel fees, out-of-pocket expenses and bank account fees and expensesrelated to the administration of the facility), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including herewith; provided that, prior to a Termination Event or Unmatured Termination Event, any Hedge Agreement)expenses in connection with periodic audits shall be limited to $30,000 per calendar year.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Deal Agent, the Managing Agents Backup Servicer (including in its capacity as Successor Servicer), the Trustee and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditingauditing as provided in this Agreement), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (excluding any Hedge Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Managing Agents Backup Servicer, the Trustee and the other Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Managing Agents Backup Servicer, the Trustee and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (excluding any Hedge Agreement), and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Managing Agents Backup Servicer, the Trustee or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties Parties, the Backup Servicer, any Successor Servicer and the Trustee and its or their Affiliates and officers, directors, employees and agents thereof under Article IX X hereof, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Agent and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection 143 herewith, (including any Hedging Agreement) including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Agent and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Agent and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, herewith (including any Hedging Agreement) and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Agent or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in 110 connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, Agent the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Agent and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing, inspection and valuation), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Agent and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Agent and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Agent or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties Purchaser and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereofIX, the Borrower Seller agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Managing Agents and the other Secured Parties Purchaser or its assignees incurred in connection with the preparation, execution, delivery, enforcement, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (other than the Revolving Credit and Security Agreement), including, without limitation, including the reasonable and documented fees and out-–of-–pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties Purchaser or its assignees as to their respective its rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (subject to the same limitations set forth in the Revolving Credit and Security Agreement), and all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Purchaser or the other Secured Parties its assignees in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing AgentsTrustee, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower agrees to pay on demand (or if the Borrower does not pay such amounts, the Servicer shall pay on demand) all reasonable costs and expenses of the Administrative Agent, the Managing Agents Trustee and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Trustee and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Trustee and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Trustee or the other Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX ARTICLE X hereof, the Borrower agrees to pay on demand the Payment Date following receipt of a request for payment of all reasonable costs and expenses that have been invoiced at least two (2) Business Days prior to such Payment Date of the Administrative Agent, the Managing Agents Agent and the other Secured Parties Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Agent and the other Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Agent and the other Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Collateral Custodian or the other Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower agrees Borrowers (or if the Borrowers fail to do so, the Originator) agree to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Lenders, the Backup Servicer, the Successor Servicer, the Collateral Custodian and the other Secured Parties incurred in connection with the preparation, execution, delivery, third party administration (including such term to include, subject to the proviso below, periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, reasonable expenses for travel and lodging, background checks, auditor fees and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties such Persons with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties such Persons as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and out-of-pocket expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including herewith; provided that, prior to an 107 Event of Default or Unmatured Event of Default, any Hedge Agreement)expenses in connection with periodic audits shall be limited to $25,000 per calendar year.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative AgentIndemnified Parties under Section 7.01 hereof, but subject to the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereofpayment of such amounts pursuant to Section 2.04, the 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), all reasonable costs and expenses of the Administrative Agent, the Managing Agents Lenders, the Collateral Agent, the Account Bank and the other Secured Parties Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including periodic auditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Lenders, the Collateral Agent, the Account Bank and the other Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Lenders, the Collateral Agent, the Account Bank and the other Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by y) the Administrative Agent, the Managing Agents enforcement or the other Secured Parties in connection with the potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower Originator agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Lenders, the Backup Servicer, the Collection Account Bank, the Lockbox Bank, the Successor Servicer, the Collateral Custodian and the other Secured Parties incurred in connection with the preparation, execution, delivery, third party administration (including such term to include, subject to the proviso below, periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, Rating Agency fees, reasonable expenses for travel and lodging, background checks, auditor fees and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties such Persons with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties such Persons as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any expenses (including reasonable counsel fees, out-of-pocket expenses and bank account fees and expensesrelated to the administration of the facility), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including herewith; provided that, prior to a Termination Event or Unmatured Termination Event, any Hedge Agreement)expenses in connection with periodic audits by the Administrative Agent and the Lenders shall be limited to $30,000 per calendar year.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing AgentsPurchaser Agent, the other Backup Servicer, the Collateral Custodian, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX ARTICLE XI hereof, the Borrower Seller and Originator agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Purchaser Agent, the Backup Servicer, the Collateral Custodian and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Purchaser Agent, the Backup Servicer, the Collateral Custodian and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Purchaser Agent, the Backup Servicer, the Collateral Custodian and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Purchaser Agent, the Backup Servicer, the Collateral Custodian or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower agrees to pay on demand all reasonable costs and expenses of the Collateral Custodian, the Backup Servicer, the Administrative Agent, the Managing Agents and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this 95 Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, including the reasonable fees and out-of-pocket expenses of counsel for the Collateral Custodian, the Backup Servicer, the Administrative Agent, the Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Collateral Custodian, the Backup Servicer, the Administrative Agent, the Managing Agents and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Collateral Custodian, the Backup Servicer, the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge AgreementTransaction).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower agrees Borrowers (or if the Borrowers fail to do so, the Originator) agree to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Lenders, the Backup Servicer, the Successor Servicer, the Collateral Custodian and the other Secured Parties incurred in connection with the preparation, execution, delivery, third party administration (including such term to include, subject to the proviso below, periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, reasonable expenses for travel and lodging, background checks, auditor fees and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties such Persons with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties such Persons as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and out-of-pocket expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including herewith; provided that, prior to an 108 Event of Default or Unmatured Event of Default, any Hedge Agreement)expenses in connection with periodic audits shall be limited to $25,000 per calendar year.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing AgentsSecured Parties, the other Secured Parties Collateral Custodian, the Backup Servicer and its or their respective Affiliates and officers, directors, employees and agents thereof under Article IX hereofEleven, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Secured Parties, the Backup Servicer and the other Secured Parties Collateral Custodian incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Secured Parties, the Backup Servicer and the other Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties such entities as to their respective 107 rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Agents, Concord and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Agents, Concord and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Agents, Concord and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Agents, Concord or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agentseach Agent, the other Backup Servicer, the Account Bank, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereofTen, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative each Agent, the Managing Agents Backup Servicer, the Account Bank and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitationsubject to Section 2.12(d), the reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentBackup Servicer, the Managing Agents Account Bank, each Agent and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties under Section 8.01 and its or their Affiliates and officers, directors, employees and agents thereof under Article IX Section 8.02 hereof, the 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 Managing Agents Agent and the other Secured Parties Collateral Agent incurred in connection with (x) the preparation, execution, delivery, administration (including periodic auditing)administration, syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, 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, the Managing Agents Agent and the other Secured Parties Lenders, and one outside counsel for the Collateral Agent with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Lenders, and the other Secured Parties Collateral 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 costs and expenses, if (y) the enforcement or potential enforcement of this Agreement or any (including reasonable counsel fees and expenses), incurred Transaction Document by the Administrative Agent, the Managing Agents or Lenders, and the other Secured Parties in connection with the enforcement of this Agreement Collateral Agent and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Joint Structuring and Syndication Agents, the other Collateral Custodian, the Paying Agent, the Backup Servicer, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereofNine, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Managing Agents Paying Agent, the Collateral Custodian, the Backup Servicer and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Paying Agent, the Collateral Custodian, the Backup Servicer and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties such entities as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties such entities in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower Originator agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Lenders, the Backup Servicer, the Collection Account Bank, the Successor Servicer, the Trustee and the other Secured Parties incurred in connection with the preparation, execution, delivery, third party administration (including such term to include, subject to the proviso below, periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, Rating Agency fees, reasonable expenses for travel and lodging, background checks, auditor fees and the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties such Persons with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties such Persons as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any expenses (including reasonable counsel fees, out-of-pocket expenses and bank account fees and expensesrelated to the administration of the facility), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower agrees to pay on demand (or, if the Borrower does not pay such amounts, the Servicer shall pay on demand) all reasonable costs and expenses of the Administrative Agent, the Managing Agents Trustee and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Trustee and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Trustee and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), and all reasonable costs and expenses, if any (including reasonable counsel fees and 152 expenses), incurred by the Administrative Agent, the Managing Agents Trustee or the other Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedge Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereof, the Borrower agrees to pay on demand all reasonable out‑of‑pocket costs and expenses of the Administrative Agent, the Managing Agents and the other Secured Parties incurred in connection with the on‑site due diligence (including travel related expenses) or with the preparation, negotiation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the costs, fees and expenses of any third‑party auditor engaged under the terms of this Agreement and the reasonable fees and out-of-pocket out‑of‑pocket expenses of counsel for the Administrative Agent, the Managing Agents and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement).

Costs, Expenses and Taxes. (ab) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower agrees to pay on demand (or, if the Borrower does not pay such amounts, the Collateral Manager shall pay on demand) all reasonable costs and expenses of the Administrative Agent, the Managing Agents Trustee, the Custodian and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Trustee, the Custodian and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Trustee, the Custodian and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Trustee, the Custodian or the other Secured 160 Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties under Section 8.01 and its or their Affiliates and officers, directors, employees and agents thereof under Article IX Section 8.02 hereof, the Borrower agrees to pay 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), on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Lenders, the Collateral Agent, the Account Bank and the other Secured Parties Collateral Custodian incurred in connection with (x) the preparation, execution, delivery, administration (including periodic auditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Lenders, the Collateral Agent, the Account Bank and the other Secured Parties Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Lenders, the Collateral Agent, the Account Bank and the other Secured Parties Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by y) the Administrative Agent, the Managing Agents enforcement or the other Secured Parties in connection with the potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing AgentsSecured Parties, the other Secured Parties Collateral Custodian, the Backup Servicer and its or their Affiliates and officers, directors, employees and agents thereof under Article IX hereofEleven, the Borrower agrees to pay on demand all reasonable costs and expenses of the Administrative Agent, the Managing Agents Collateral Custodian, the Backup Servicer and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewithTransaction Documents, including, without limitation, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Collateral Custodian, the Backup Servicer and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Collateral Custodian, the Backup Servicer and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents or Collateral Custodian, the other Backup Servicer and/or the Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement)Transaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Administrative Agent, the Managing Agents, the other Secured Indemnified Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX XI hereof, the Borrower agrees to pay on demand (or, if the Borrower does not pay such amounts, the Servicer shall pay on demand) all reasonable costs and expenses of the Administrative Agent, the Managing Agents Trustee and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, the Managing Agents Trustee and the other Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Managing Agents Trustee and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), and all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Managing Agents Trustee or the other Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith (including any Hedge Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to (but without duplication of) the rights of indemnification granted to the Administrative Deal Agent, the Managing AgentsLiquidity Agent, the other Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article IX VIII hereof, the Borrower Seller agrees to pay on demand all reasonable costs and expenses of the Administrative Deal Agent, the Managing Agents Liquidity Agent, and the other Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Managing Agents Liquidity Agent, and the other Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Managing Agents Liquidity Agent, and the other Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, herewith (excluding any Hedge Agreement) and all costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Managing Agents Liquidity Agent, or the other Secured Parties in connection with the enforcement of this Agreement and the other documents to be delivered hereunder or in connection herewith (including any Hedge Agreement); provided, that the fees above other than legal fees may not 94 100 exceed $5,000 per occurrence and per service provider without FIB's consent which shall not unreasonably be withheld.