Common use of Expenses Etc Clause in Contracts

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. The Borrower agrees to pay or reimburse on demand of the Agent the following: (a) The Sellers agree to pay on demand the reasonable fees, expenses, disbursements and other charges of Xxxxxxx XxXxxxxxx LLP and any legal counsel engaged by the Agent in connection with (i) to the Administrative Agent and the initial Class A-1 Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the Loan Documents and the making of the Term Loans hereunder and (ii) any modification, supplement or waiver of any of the terms of this Agreement or any other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and Loan Document; (b) all out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees the fees, disbursements and expenses other charges of counselcounsel to the Agent and of one separate counsel for Lenders other than the Agent), if any, in connection with any Default or Event of Default or the enforcement of this Agreement or any other Loan Documents; (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied on or against the Agent or any Lender by any governmental or revenue authority in respect of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, other Loan Document; and (d) expenses of due diligence incurred by the Servicer Agent prior to or as of the Closing Date and the Borrower agrees to pay to or reimburse on demand the Administrative Collateral Agent for all out-of-pocket costs, expenses, taxes, assessments and other charges incurred by the Collateral Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any other Loan Document. Except as otherwise expressly limited elsewhere in this Agreement or in any other Loan Document, the Borrower shall pay (i) all reasonable, documented out-of-pocket expenses incurred by the Agent, the Collateral Agent, or their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Agent or the Collateral Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Agent, the Collateral Agent, or any Lender, including the fees, charges and disbursements of any counsel for the Agent, the Collateral Agent and each of one separate counsel for Lenders other than the Agent and Class A-1 Purchaseror the Collateral Agent, on demandin connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made hereunder, including all reasonable such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. Expenses being reimbursed by the Borrower under this Section include, without limiting the generality of the foregoing, costs and expenses (including reasonable subject to express limitations set forth elsewhere in this Agreement or in any other Loan Document) incurred in connection with: (1) appraisals; (2) field examinations and the preparation of appraisal, field examination or audit reports based on the fees charged by a third party retained by the Agent or the internally allocated fees for each Person employed by the Agent with respect to each field examination; (3) lien and title searches and title insurance; (4) environmental reviews; (5) taxes, fees and other charges for recording the mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Collateral Agent’s Liens; (6) sums paid or incurred to take any action required of any Credit Party under the Loan Documents that such Credit Party fails to pay or take; and (7) forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lockboxes, and costs and expenses of counsel), if any, incurred solely in connection with preserving and protecting the enforcement of such representations, warranties or obligations against the ServicerCollateral. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers Transferor, ALS and the Issuer (with respect to the Issuer, in accordance with Section 8.2 of the Indenture) agree jointly and severally to pay on demand (i) to each Co-Administrative Agent, each Agent, the Administrative Agent initial Equipment Loan Note Purchasers, and the initial Class A-1 Receivables Note Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, including the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P Rating Agencies in connection with their rating of the Notes and their review of the initial CP ConduitsNote Purchasers' acquisition and funding of the Class A-1 NotesNotes (including all costs incurred with respect to the confirmation of a CP Conduit's rating on its commercial paper in connection therewith), (ii) to the each Co-Administrative Agent Agent, Agent, Equipment Loan Note Purchaser and Receivables Note Purchaser, all reasonable costs and expenses (including reasonable fees and expenses of counsel) in connection with the preparation, negotiation, execution, delivery, distribution, review, amendment (including any requested waivers and delivery consents) of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iviii) to the each Co-Administrative Agent Agent, Agent, Equipment Loan Note Purchaser and each Agent and Class A-1 Receivables Note Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found Amounts required to have breached its own representations, warranties or obligations under be paid by the Transferor pursuant to this Agreement or any Related Documents, subsection 2.6(a) shall not be payable from the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the ServicerTrust Estate. (b) The Sellers agree Servicer agrees to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded TaxesTaxes covered by Section 2.4) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Equipment Loan Note Purchaser, Receivables Note Purchaser, Agent and the Co-Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees. Amounts required to be paid by the Transferor pursuant to this subsection 2.6(b) shall not be payable from the Trust Estate.

Expenses Etc. Subject to the limitation set forth in Section 14.26: (a) The Sellers agree Borrower agrees to pay on demand or reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Arranger incurred prior to the Closing Date or otherwise in connection with the closing of the Loans (including customary post-closing follow-through) and in connection with the satisfaction of the requirements of Section 8.19 following the Closing Date, including, but not limited to, (i) the reasonable fees and expenses for Morxxxxx & Foexxxxx XXP, counsel to the Administrative Agent and Eurohypo; such legal fees to be paid on the initial Class A-1 Purchasers Closing Date; provided, however, that payment of ten percent (10%) of such legal fees shall be deferred and Agents all reasonable costs payable promptly upon the Borrower’s receipt of a closing binder and legal invoices prepared by Morxxxxx & Foexxxxx XXP and payment of any such legal fees relating to the satisfaction of the requirements of Section 8.19 following the Closing Date shall be payable promptly following the Borrower’s receipt of any legal invoice therefor (if delivered subsequent to the invoices covering the 10% retention referred to above), (ii) due diligence expenses, including title insurance reports and policies, surveys, title and lien searches and appraisals (including the Appraisal and the Environmental Reports) and (iii) fees and expenses for the services of an insurance consultant, in connection with with: the negotiation, preparation, execution, execution and delivery of this Agreement and the other documents Loan Documents and initial funding of the Loans hereunder and the creation and perfection of the Liens to be delivered hereunder created by the Security Documents. (b) The Borrower also agrees to pay on demand or in connection herewith, reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred after the Closing Date (including, subject to the limitations specified in the Supplemental Fee Lettersbut not limited to, the reasonable fees and out-of-pocket expenses of counsel legal counsel, but excluding any travel expenses incurred for travel by the personnel of the Administrative Agent (but not any of its consultants when engaged in services for which the Borrower is required to reimburse the Administrative Agent hereunder, with respect thereto the understanding that the Administrative Agent shall use good faith efforts to attempt to engage qualified local consultants to provide such services) and also excluding the amounts due to Xxxxx'x and S&P Administrative Agent’s internal overhead) in connection with their rating (i) any release of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notesa Project under Section 2.09, (ii) to the Administrative Agent all reasonable costs and expenses in connection with negotiation or preparation of any Modification or waiver of any of the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement terms of this Agreement or any of the Related other Loan Documents (whether or not consummated), (iii) the protection and maintenance of the perfection and priority of the Liens created pursuant to the Security Documents, (iv) the negotiation with any tenant, execution, delivery or recordation of any SNDA Agreement, (v) any review or inspection of the work undertaken pursuant to Section 8.21 (including, without limitation, any seismic review undertaken to measure the probable maximum loss with respect to the affected Projects following the completion of such work); any monitoring or evaluation of environmental conditions occurring at any Project following the occurrence of (A) any event for which notice is required under Section 8.11(b), (B) any violation by the Borrower of any of its covenants contained in Section 8.11(a) or (C) any act or occurrence for which the Borrower is obligated to indemnify the Administrative Agent or any Lender pursuant to the terms set forth in the Environmental Indemnity Agreement; any review, inspection or evaluation undertaken by the Restoration Consultant; and the preparation of any reports or studies in connection with any of the foregoing, (vi) any review of documents or requests, consideration for approval or disapproval or exercise of rights outside of the ordinary day-to-day administration of the Loans and the Loan Documents, and the (vii) any other documents delivered thereunder act, condition, request, delivery or in connection therewith. Upon being found to have breached its own representationsother item, warranties or obligations under if any other applicable provision of this Agreement or any Related Documents, the Servicer other Loan Documents provides for the costs and expenses of the Administrative Agent in connection therewith to be paid by the Borrower and are not in violation of the limitations contained herein. (c) The Borrower also agrees to pay on demand or reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Lenders and the Administrative Agent and each Agent and Class A-1 Purchaser(including, on demandbut not limited to, all reasonable costs and expenses (including the reasonable fees and expenses of legal counsel), if any, incurred solely ) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (A) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (B) judicial or regulatory proceedings and (C) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of such representations, warranties or obligations against the Servicerthis Section 14.03. (bd) The Sellers agree Borrower also agrees to pay on demand or reimburse on demand to the applicable party all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all stampcosts, transfer expenses, taxes, assessments and other similar taxes (other than Excluded Taxes) and governmental fees payable charges incurred in connection with the executionany filing, deliveryregistration, filing and recording or perfection of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against security interest contemplated by any liabilities with respect to or resulting from any delay in paying Security Document or any omission other document referred to pay such taxes and feestherein.

Expenses Etc. The Borrowers, jointly and severally, shall pay (a) The Sellers agree to pay on demand (i) to all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the initial Class A-1 Purchasers reasonable and Agents all reasonable costs documented or invoiced fees, charges and expenses disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including via the internet or through a services such as Intralinks) of the credit facilities provided for herein, the preparation, execution, registration and delivery administration of this Agreement and the other documents to Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be delivered hereunder or in connection herewithconsummated), including, subject to the limitations specified in the Supplemental Fee Letters, the (b) all reasonable fees and documented out-of-pocket expenses incurred by JPMorgan, Deutsche Bank Securities Inc. and their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel with respect thereto for each of JPMorgan and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 NotesDeutsche Bank Securities Inc., (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparationsyndication of the credit facilities provided for herein, executionprovided that such fees, charges and delivery disbursements of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified counsel for Deutsche Bank Securities Inc. shall not exceed $15,000 in the Supplemental Fee Lettersaggregate, the (c) all reasonable fees and documented out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any amendments Letter of Credit or waivers any demand for payment thereunder, (d) all transfer, stamp, documentary or consents under other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or the Related Documentsany other Loan Document or any other document referred to herein or therein, including in each case the reasonable fees and (e) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank and/or any Lender (including the documented or invoiced fees, disbursements and other charges of (i) any counsel with respect thereto, and (iv) to for the Administrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses jurisdiction (including reasonable fees and expenses any state) where any Obligor or any Subsidiary of counsel)an Obligor is organized, if any, has its chief executive office or has assets with a material value) in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any of the Related Documentsother Loan Document, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached including its own representations, warranties or obligations rights under this Agreement Section, or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such representations, warranties Loans or obligations against Letters of Credit; provided that a Defaulting Lender will not be reimbursed for its costs and expenses related to the Servicerreplacement of such Defaulting Lender or other matters incidental thereto. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 C Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x Moody's and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 C Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 C Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 C Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 C Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 C Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 B Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x Moody's and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 B Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 B Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 B Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 B Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x Xxxxx’x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' ’ acquisition of the Class A-1 B Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 B Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 B Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 C Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 C Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 C Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 C Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 C Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 C Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree Servicer agrees to pay on demand (i) to the Administrative Agent and the initial Class A-1 C Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their its rating of the Notes and their its review of the initial CP Conduits' ’ acquisition of the Class A-1 C Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 C Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 C Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 C Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree Servicer agrees to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 C Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree Borrower agrees to pay on demand (i) to the Indenture Trustee, the Administrative Agent Agents and the initial Class A-1 Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, execution and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of XxXxxxxx Xxxxxxxx LLP, counsel for the Agents, with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notesthereto, (ii) to the each Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of XxXxxxxx Xxxxxxxx LLP, counsel to the Agents with respect thereto, (iii) to the Indenture Trustee, each Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any actions they are required to take under Section 9.19 or in connection with any amendments of or waivers or consents under this Agreement or the other Related Documents, including in each case the reasonable fees and out-of-pocket expenses of XxXxxxxx Xxxxxxxx LLP, counsel to the Agents with respect thereto, and (iv) to the Indenture Trustee, each Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counselXxXxxxxx Xxxxxxxx LLP, counsel to the Agents), if any, in connection with the enforcement of this Agreement or any of the other Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any other Related Documents, the Servicer Borrower agrees to pay to the Indenture Trustee, each Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the ServicerBorrower. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. Whether or not any Loan is ever made, Borrower shall pay or reimburse within 10 Business Days after written demand (a) The Sellers agree to pay on demand (i) to Agent for paying the Administrative Agent and the initial Class A-1 Purchasers and Agents all reasonable costs fees and expenses of legal counsel to Agent, together with the reasonable fees and expenses of each local counsel to Agent, in connection with the preparation, executionnegotiation, execution and delivery of this Agreement (including the exhibits and schedules hereto) and the other documents to be delivered hereunder Loan Documents and the making of the Loans, and any modification, supplement or in connection herewith, including, subject to waiver of any of the limitations specified in the Supplemental Fee Letters, the terms of this Agreement or any other Loan Document; (b) Agent for any reasonable fees and customary lien search fees; (c) Agent for reasonable out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notes, (ii) to the Administrative Agent all reasonable costs and expenses incurred in connection with the preparation, executiondocumentation of the Loans or any of the Loan Documents; (d) Agent for paying all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any other Loan Document or any other document referred to herein or therein, and delivery (e) following the occurrence and during the continuation of Joinder Supplements and an Event of Default, any Lender or Agent for paying all amounts reasonably expended, advanced or incurred by such Lender or Agent to satisfy any obligation of Borrower under this Agreement or any other Loan Document, to collect the Obligations or to enforce, protect, preserve or defend the rights of the Lenders or Agent under this Agreement or any other documents to be delivered in connection therewithLoan Document, including, subject to the limitations specified in the Supplemental Fee Letterswithout limitation, the reasonable fees and expenses incurred in connection with such Lender’s or Agent’s participation as a member of a creditor’s committee in a case commenced with Borrower or any of its Restricted Subsidiaries as debtor under the Bankruptcy Code or other similar law, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 of the Bankruptcy Code and fees and expenses incurred in connection with any action pursuant to Section 1129 of the Bankruptcy Code and all other reasonable and customary out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative incurred by such Lender or Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments such matters, together with interest thereon at the Past Due Rate on each such amount from the due date until the date of reimbursement to such Lender or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the ServicerAgent. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 B Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 B Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 B Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 B Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 C Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their its rating of the Notes and their its review of the initial CP Conduits' ’ acquisition of the Class A-1 C Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 C Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 C Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 C Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 C Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree Servicer agrees to pay on demand (i) to the Administrative Agent and the initial Class A-1 A Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their its rating of the Notes and their its review of the initial CP Conduits' ’ acquisition of the Class A-1 A Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 A Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 A Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 A Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree Servicer agrees to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 A Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers Transferor, ALS and the Issuer (with respect to the Issuer, in accordance with Section 8.2 of the Indenture) agree jointly and severally to pay on demand (i) to the Administrative Agent Agent, each Agent, the initial Equipment Loan Note Purchasers, and the initial Class A-1 Receivables Note Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, including the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P Rating Agencies in connection with their rating of the Notes and their review of the initial CP Conduits' Note Purchasers’ acquisition and funding of the Class A-1 NotesNotes (including all costs incurred with respect to the confirmation of a CP Conduit’s rating on its commercial paper in connection therewith), (ii) to the Administrative Agent and each Agent, Equipment Loan Note Purchaser and Receivables Note Purchaser, all reasonable costs and expenses (including reasonable fees and expenses of counsel) in connection with the preparation, negotiation, execution, delivery, distribution, review, amendment (including any requested waivers and delivery consents) of Joinder Supplements this Agreement or the Related Documents, and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent Agent, Equipment Loan Note Purchaser and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Receivables Note Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found Amounts required to have breached its own representations, warranties or obligations under be paid by the Transferor pursuant to this Agreement or any Related Documents, Section 2.6(a) shall not be payable from the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the ServicerTrust Estate. (b) The Sellers agree Servicer agrees to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded TaxesTaxes covered by Section 2.4) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save the Administrative Agent and each Class A-1 Equipment Loan Note Purchaser, Receivables Note Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees. Amounts required to be paid by the Transferor pursuant to this Section 2.6(b) shall not be payable from the Trust Estate.

Expenses Etc. The Company agrees to reimburse the Collateral Agent, the Custodial Agent and the Securities Intermediary for: (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 Purchasers and Agents all reasonable costs and expenses in connection with of the preparationCollateral Agent, execution, and delivery of this Agreement the Custodial Agent and the other documents to be delivered hereunder or in connection herewith, Securities Intermediary (including, subject to the limitations specified in the Supplemental Fee Letterswithout limitation, the reasonable fees and out-of-pocket expenses of counsel with respect thereto to the Collateral Agent, the Custodial Agent and the amounts due to Xxxxx'x and S&P Securities Intermediary), reasonably incurred in connection with their rating (i) the negotiation, preparation, execution and delivery or performance of the Notes this Agreement and their review of the initial CP Conduits' acquisition of the Class A-1 Notes, (ii) to any modification, supplement or waiver of any of the Administrative Agent terms of this Agreement; (b) all reasonable costs and expenses in connection with of the preparationCollateral Agent, execution, and delivery of Joinder Supplements the Custodial Agent and the other documents to be delivered in connection therewith, Securities Intermediary (including, subject to the limitations specified in the Supplemental Fee Letterswithout limitation, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, ) reasonably incurred in connection with (i) any enforcement or proceedings resulting or incurred in connection with causing any Holder of Units to satisfy its obligations under the Purchase Contracts forming a part of the Units and (ii) the enforcement of this Section 11.07; (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the Related Documentsother document referred to herein and all costs, expenses, taxes, assessments and the other documents delivered thereunder or charges reasonably incurred in connection therewith. Upon being found to have breached its own representationswith any filing, warranties registration, recording or obligations under this Agreement or perfection of any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, security interest contemplated hereby; (d) all reasonable costs and expenses (including reasonable fees and expenses of counsel)any agent or advisor appointed by the Collateral Agent and consented to by the Company under Section 9.11 of this Agreement; (e) any out-of-pocket costs and expenses reasonably incurred by the Collateral Agent, if any, incurred solely the Custodial Agent and the Securities Intermediary in connection with the enforcement exercise of such representations, warranties their rights or performance of their obligations against the Servicer.and duties under Section 9.10 hereof; and (bf) The Sellers agree to pay on demand any other reasonable out-of-pocket costs and all stampexpenses reasonably incurred by the Collateral Agent, transfer the Custodial Agent and other similar taxes (other than Excluded Taxes) and governmental fees payable the Securities Intermediary in connection with the execution, delivery, filing and recording performance of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and feestheir duties hereunder.

Expenses Etc. Subject to the limitation set forth in Section 14.26: (a) The Sellers agree Borrower agrees to pay on demand or reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Arranger incurred prior to the Closing Date or otherwise in connection with the closing of the Loans (including customary post-closing follow-through) and in connection with the satisfaction of the requirements of Section 8.19 following the Closing Date, including, but not limited to, (i) the reasonable fees and expenses for Xxxxxxxx & Xxxxxxxx LLP, counsel to the Administrative Agent and Eurohypo; such legal fees to be paid on the initial Class A-1 Purchasers Closing Date; provided, however, that payment of ten percent (10%) of such legal fees shall be deferred and Agents all reasonable costs payable promptly upon the Borrower’s receipt of a closing binder and legal invoices prepared by Xxxxxxxx & Xxxxxxxx LLP and payment of any such legal fees relating to the satisfaction of the requirements of Section 8.19 following the Closing Date shall be payable promptly following the Borrower’s receipt of any legal invoice therefor (if delivered subsequent to the invoices covering the 10% retention referred to above), (ii) due diligence expenses, including title insurance reports and policies, surveys, title and lien searches and appraisals (including the Appraisal and the Environmental Reports) and (iii) fees and expenses for the services of an insurance consultant, in connection with with: the negotiation, preparation, execution, execution and delivery of this Agreement and the other documents Loan Documents and initial funding of the Loans hereunder and the creation and perfection of the Liens to be delivered hereunder created by the Security Documents. (b) The Borrower also agrees to pay on demand or in connection herewith, reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred after the Closing Date (including, subject to the limitations specified in the Supplemental Fee Lettersbut not limited to, the reasonable fees and out-of-pocket expenses of counsel legal counsel, but excluding any travel expenses incurred for travel by the personnel of the Administrative Agent (but not any of its consultants when engaged in services for which the Borrower is required to reimburse the Administrative Agent hereunder, with respect thereto the understanding that the Administrative Agent shall use good faith efforts to attempt to engage qualified local consultants to provide such services) and also excluding the amounts due to Xxxxx'x and S&P Administrative Agent’s internal overhead) in connection with their rating (i) any release of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notesa Project under Section 2.09, (ii) the financing of the Trillium Project or funding of an additional advance or satisfaction of conditions precedent thereto pursuant to Section 2.11 (to the Administrative Agent all reasonable extent such costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject are incurred prior to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses funding of counsel with respect theretosuch additional advance), (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with negotiation or preparation of any amendments Modification or waiver of or waivers or consents under this Agreement or any of the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement terms of this Agreement or any of the Related other Loan Documents (whether or not consummated), (iv) the protection and maintenance of the perfection and priority of the Liens created pursuant to the Security Documents, (v) the negotiation with any tenant, execution, delivery or recordation of any SNDA Agreement, (vi) any review or inspection of the work undertaken pursuant to Section 8.21 (including, without limitation, any seismic review undertaken to measure the probable maximum loss with respect to the affected Projects following the completion of such work); any monitoring or evaluation of environmental conditions occurring at any Project following the occurrence of (A) any event for which notice is required under Section 8.11(b), (B) any violation by the Borrower of any of its covenants contained in Section 8.11(a) or (C) any act or occurrence for which the Borrower is obligated to indemnify the Administrative Agent or any Lender pursuant to the terms set forth in the Environmental Indemnity Agreement; any review, inspection or evaluation undertaken by the Restoration Consultant; and the preparation of any reports or studies in connection with any of the foregoing, (vii) any review of documents or requests, consideration for approval or disapproval or exercise of rights outside of the ordinary day-to-day administration of the Loans and the Loan Documents, and the (viii) any other documents delivered thereunder act, condition, request, delivery or in connection therewith. Upon being found to have breached its own representationsother item, warranties or obligations under if any other applicable provision of this Agreement or any Related Documents, the Servicer other Loan Documents provides for the costs and expenses of the Administrative Agent in connection therewith to be paid by the Borrower and are not in violation of the limitations contained herein. (c) The Borrower also agrees to pay on demand or reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Lenders and the Administrative Agent and each Agent and Class A-1 Purchaser(including, on demandbut not limited to, all reasonable costs and expenses (including the reasonable fees and expenses of legal counsel), if any, incurred solely ) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (A) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (B) judicial or regulatory proceedings and (C) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of such representations, warranties or obligations against the Servicerthis Section 14.03. (bd) The Sellers agree Borrower also agrees to pay on demand or reimburse on demand to the applicable party all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all stampcosts, transfer expenses, taxes, assessments and other similar taxes (other than Excluded Taxes) and governmental fees payable charges incurred in connection with the executionany filing, deliveryregistration, filing and recording or perfection of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against security interest contemplated by any liabilities with respect to or resulting from any delay in paying Security Document or any omission other document referred to pay such taxes and feestherein.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 A-2 Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 A-2 Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 A-2 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 A-2 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 A-2 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 A-2 Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree Borrower agrees to pay on demand to the Secured Parties (i) to the Administrative Agent and the initial Class A-1 Purchasers and Agents all reasonable and documented out-of-pocket costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, including the reasonable and documented third-party fees and out-of-pocket expenses of its counsel, its insurance consultant, any independent engineers and other advisors or consultants retained by it), (ii) all reasonable and documented costs and expenses in connection with any actual or proposed amendments of, or modifications of or waivers or consents under, this Agreement or the other Loan Documents, including in each case the reasonable and documented fees and out-of-pocket expenses of counsel and consultants with respect thereto and thereto; provided, that, at the amounts due to Xxxxx'x and S&P in connection with their rating request of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 NotesBorrower, (ii) to the Administrative Agent all reasonable costs and expenses in connection shall consult with the preparation, execution, and delivery Borrower regarding the estimated amount of Joinder Supplements and the other documents to expenses that would be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect theretoincurred, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel) incurred by any Secured Party (for the account of such Secured Party), if any, in connection with the enforcement of this Agreement any restructuring or any of the Related Documents, workout proceedings (whether or not consummated) and the other documents delivered thereunder or in connection therewith, and (iv) all Additional Expenses. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer[***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (b) The Sellers agree Borrower agrees to timely pay on demand in accordance with applicable Law any and all present or future stamp, transfer transfer, recording, filing, court, documentary and other similar taxes (other than Excluded Taxes) and governmental fees Taxes payable in connection with the execution, delivery, filing and filing, recording of, from the receipt or perfection of a security interest under, or otherwise with respect to, any of the Related Documents and each related Support FacilityLoan Documents, and agrees to save each Class A-1 Purchaser indemnify and Agent hold harmless the Lenders and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes Taxes, in each case, as the same are incurred. (c) Once paid, all fees or other amounts or any part thereof payable under this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby shall not be refundable under any circumstances, regardless of whether any such transactions are consummated. All fees and feesother amounts payable hereunder shall be paid in Dollars and in immediately available funds.

Expenses Etc. (a) The Sellers agree Servicer agrees to pay on demand (i) to the Administrative Agent Trustee and the initial Class A-1 Purchasers and Agents Note Purchaser all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, including the reasonable fees and out-of-pocket expenses expenses, not to exceed the amount specified in the Fee Letter, of Xxxxxxx XxXxxxxxx, counsel for the Note Purchaser, with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notesthereto, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements Trustee and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Note Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Basic Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel their respective counsel, with respect thereto, and (iviii) to the Administrative Agent Trustee and each Agent and Class A-1 the Note Purchaser, on demand, all reasonable costs and expenses (expenses, including reasonable fees and expenses of their respective counsel), if any, in connection with the enforcement of this Agreement or any of the Related Basic Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Basic Documents, the Servicer agrees to pay to the Administrative Agent Trustee and each Agent and Class A-1 the Note Purchaser, on demand, all reasonable costs and expenses (expenses, including reasonable fees and expenses of their respective counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree Servicer agrees to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support FacilityBasic Documents, and agrees to save each Class A-1 the Note Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree AmeriCredit agrees to pay on demand (i) to the Indenture Trustee, the Administrative Agent Agents and the initial Class A-1 Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of Xxxxxxx XxXxxxxxx LLP, counsel for the Agents, with respect thereto thereto, and the amounts due to Xxxxx'x reasonable fees and S&P out-of-pocket expenses incurred by the CP Conduits in connection with their the review by each rating agency then rating the Commercial Paper Notes of such CP Conduits of the Notes and their review of transactions contemplated by the initial CP Conduits' acquisition of the Class A-1 NotesProgram Documents, (ii) to the each Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of Xxxxxxx XxXxxxxxx LLP, counsel to the Agents, with respect thereto, (iii) to the Indenture Trustee, each Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of Xxxxxxx XxXxxxxxx LLP, counsel with respect thereto, and (iv) to the Indenture Trustee, each Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counselXxxxxxx XxXxxxxxx LLP, counsel to the Agents), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer AmeriCredit agrees to pay to the Indenture Trustee, each Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the ServicerAmeriCredit. (b) The Sellers agree AmeriCredit agrees to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the each Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. The Borrowers, jointly and severally, shall pay (a) The Sellers agree to pay on demand (i) to all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the initial Class A-1 Purchasers reasonable and Agents all reasonable costs documented or invoiced fees, charges and expenses disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including via the internet or through a services such as Intralinks) of the credit facilities provided for herein, the preparation, execution, registration and delivery administration of this Agreement and the other documents to Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be delivered hereunder or in connection herewithconsummated), including, subject to the limitations specified in the Supplemental Fee Letters, the (b) all reasonable fees and documented out-of-pocket expenses incurred by JPMorgan, Deutsche Bank Securities Inc. and their respective Affiliates, including the reasonable and documented or invoiced fees, charges and disbursements of counsel with respect thereto for each of JPMorgan and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 NotesDeutsche Bank Securities Inc., (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparationsyndication of the credit facilities provided for herein, executionprovided that such fees, charges and delivery disbursements of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified counsel for Deutsche Bank Securities Inc. shall not exceed $15,000 in the Supplemental Fee Lettersaggregate, the (c) all reasonable fees and documented out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any amendments Letter of Credit or waivers any demand for payment thereunder, (d) all transfer, stamp, documentary or consents under other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or the Related Documentsany other Loan Document or any other document referred to herein or therein, including in each case the reasonable fees and (e) all documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank and/or any Lender (including the documented or invoiced fees, disbursements and other charges of (i) any counsel with respect thereto, and (iv) to for the Administrative Agent (which, for the avoidance of doubt, may include counsel in foreign jurisdictions) and (ii) one counsel to the Lenders licensed in the State of New York and licensed in each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses jurisdiction (including reasonable fees and expenses any state) where any Obligor or any Subsidiary of counsel)an Obligor is organized, if any, has its chief executive office or has assets with a material value) in connection with the enforcement enforcement, collection or protection of its rights in connection with this Agreement or any of the Related Documentsother Loan Document, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached including its own representations, warranties or obligations rights under this Agreement Section, or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such representations, warranties Loans or obligations against Letters of Credit; provided that a Defaulting Lender will not be reimbursed for its costs and expenses related to the Servicerreplacement of such Defaulting Lender or other matters incidental thereto. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers Transferor, ALS and the Issuer (with respect to the Issuer, in accordance with Section 8.2 of the Indenture) agree jointly and severally to pay on demand (i) to the Administrative Agent Agent, each Agent, the initial Equipment Loan Note Purchasers, and the initial Class A-1 Receivables Note Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, including the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P Rating Agencies in connection with their rating of the Notes and their review of the initial CP Conduits' Note Purchasers’ acquisition and funding of the Class A-1 NotesNotes (including all costs incurred with respect to the confirmation of a CP Conduit’s rating on its commercial paper in connection therewith), (ii) to the Administrative Agent and each Agent, Equipment Loan Note Purchaser and Receivables Note Purchaser, all reasonable costs and expenses (including reasonable fees and expenses of counsel) in connection with the preparation, negotiation, execution, delivery, distribution, review, amendment (including any requested waivers and delivery consents) of Joinder Supplements this Agreement or the Related Documents, and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent Agent, Equipment Loan Note Purchaser and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Receivables Note Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found Amounts required to have breached its own representations, warranties or obligations under be paid by the Transferor pursuant to this Agreement or any Related Documents, subsection 2.6(a) shall not be payable from the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the ServicerTrust Estate. (b) The Sellers agree Servicer agrees to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded TaxesTaxes covered by Section 2.4) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save the Administrative Agent and each Class A-1 Equipment Loan Note Purchaser, Receivables Note Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees. Amounts required to be paid by the Transferor pursuant to this subsection 2.6(b) shall not be payable from the Trust Estate.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 A-2 Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x Moody's and S&P in connection with their rating of the Notes and their review theix xxxxxw of the initial CP Conduits' acquisition of the Class A-1 A-2 Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 A-2 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 A-2 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 A-2 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 A-2 Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. The Company agrees to pay (or reimburse each of the Bank Parties for paying): (a) The Sellers agree to pay on demand all reasonable out-of- pocket costs and expenses of the Administrative Agent or the Letter of Credit Agent (including the reasonable fees and expenses of Thompson & Xxxxxx, P.C., xxxir counsel, and of Messrs. Donovan Leisure Newton & Irxxxx, their special New York counsel, as contemplated in a letter agreement of even date herewith between the Company and the Administrative Agent) in connection with (i) to the Administrative Agent and the initial Class A-1 Purchasers and Agents all reasonable costs and expenses in connection with the negotiation, preparation, execution, execution and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto Loan Documents and the amounts due to Xxxxx'x and S&P in connection with their rating making of the Notes Extensions of Credit hereunder and their review of the initial CP Conduits' acquisition of the Class A-1 Notes, (ii) to any amendment, modification or waiver of any of the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement terms of this Agreement or any of the Related other Loan Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, ; (b) all reasonable costs and expenses of the Bank Parties (including reasonable fees and expenses of counsel), if any, incurred solely attorneys' fees) in connection with the enforcement or defense of the Loan Documents and their rights and remedies thereunder (including any determination of whether or how to carry out such representations, warranties enforcement or obligations against the Servicer. (bdefense) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable or in connection with any workout or restructuring or any bankruptcy proceeding relating to the executionCompany, deliveryany Default, filing or any Loan Document; and recording (c) all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement, any of the Related other Loan Documents and each related Support Facilityor any other document referred to herein. If the Company fails to pay any expenses, and agrees attorneys' fees or other amounts it is required to save each Class A-1 Purchaser and Agent and pay under any Loan Document, the Administrative Agent harmless from may pay the same. The Company shall immediately reimburse the Administrative Agent for any such payments and against any liabilities with respect each amount paid by the Administrative Agent shall constitute an Obligation owed hereunder which is due and payable on the date such amount is paid by the Administrative Agent. The Company hereby promises to or resulting from any delay in paying or any omission the Bank Parties to pay interest at the applicable Post-Default Rate on all Obligations which the Company has in this Agreement promised to pay (including Obligations to pay fees or to reimburse or indemnify any Indemnified Party) and which are not paid when due. Such interest shall accrue from the date such taxes and feesObligations become due until they are paid.

Expenses Etc. Subject to the limitation set forth in Section 14.26: (a) The Sellers agree Borrower agrees to pay on demand or reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Arranger incurred prior to the Closing Date or otherwise in connection with the closing of the Loans (including customary post-closing follow-through) and in connection with the satisfaction of the requirements of Section 8.19 following the Closing Date, including, but not limited to, (i) the reasonable fees and expenses for Mxxxxxxx & Fxxxxxxx LLP, counsel to the Administrative Agent and Eurohypo; such legal fees to be paid on the initial Class A-1 Purchasers Closing Date; provided, however, that payment of ten percent (10%) of such legal fees shall be deferred and Agents all reasonable costs payable promptly upon the Borrower’s receipt of a closing binder and legal invoices prepared by Mxxxxxxx & Fxxxxxxx LLP and payment of any such legal fees relating to the satisfaction of the requirements of Section 8.19 following the Closing Date shall be payable promptly following the Borrower’s receipt of any legal invoice therefor (if delivered subsequent to the invoices covering the ten percent (10%) retention referred to above), (ii) due diligence expenses, including title insurance reports and policies, surveys, title and lien searches and appraisals (including the Appraisal and the Environmental Reports) and (iii) fees and expenses for the services of an insurance consultant, in connection with with: the negotiation, preparation, execution, execution and delivery of this Agreement and the other documents Loan Documents and initial funding of the Loans hereunder and the creation and perfection of the Liens to be delivered hereunder created by the Security Documents. (b) The Borrower also agrees to pay on demand or in connection herewith, reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred after the Closing Date (including, subject to the limitations specified in the Supplemental Fee Lettersbut not limited to, the reasonable fees and out-of-pocket expenses of counsel legal counsel, but excluding any travel expenses incurred for travel by the personnel of the Administrative Agent (but not any of its consultants when engaged in services for which the Borrower is required to reimburse the Administrative Agent hereunder, with respect thereto the understanding that the Administrative Agent shall use good faith efforts to attempt to engage qualified local consultants to provide such services) and also excluding the amounts due to Xxxxx'x and S&P Administrative Agent’s internal overhead) in connection with their rating (i) any release of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notesa Project under Section 2.09, (ii) to the Administrative Agent all reasonable costs and expenses in connection with negotiation or preparation of any Modification or waiver of any of the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement terms of this Agreement or any of the Related other Loan Documents (whether or not consummated), (iii) the protection and maintenance of the perfection and priority of the Liens created pursuant to the Security Documents, (iv) the negotiation with any tenant, execution, delivery or recordation of any SNDA Agreement, (v) any review or inspection of the work undertaken pursuant to Section 8.21 (including, without limitation, any seismic review undertaken to measure the probable maximum loss with respect to the affected Projects following the completion of such work); any monitoring or evaluation of environmental conditions occurring at any Project following the occurrence of (A) any event for which notice is required under Section 8.11(b), (B) any violation by the Borrower of any of its covenants contained in Section 8.11(a) or (C) any act or occurrence for which the Borrower is obligated to indemnify the Administrative Agent or any Lender pursuant to the terms set forth in the Environmental Indemnity Agreement; any review, inspection or evaluation undertaken by the Restoration Consultant; and the preparation of any reports or studies in connection with any of the foregoing, (vi) any review of documents or requests, consideration for approval or disapproval or exercise of rights outside of the ordinary day-to-day administration of the Loans and the Loan Documents, and the (vii) any other documents delivered thereunder act, condition, request, delivery or in connection therewith. Upon being found to have breached its own representationsother item, warranties or obligations under if any other applicable provision of this Agreement or any Related Documents, the Servicer other Loan Documents provides for the costs and expenses of the Administrative Agent in connection therewith to be paid by the Borrower and are not in violation of the limitations contained herein. (c) The Borrower also agrees to pay on demand or reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Lenders and the Administrative Agent and each Agent and Class A-1 Purchaser(including, on demandbut not limited to, all reasonable costs and expenses (including the reasonable fees and expenses of legal counsel), if any, incurred solely ) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (A) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (B) judicial or regulatory proceedings and (C) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of such representations, warranties or obligations against the Servicerthis Section 14.03. (bd) The Sellers agree Borrower also agrees to pay on demand or reimburse on demand to the applicable party all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all stampcosts, transfer expenses, taxes, assessments and other similar taxes (other than Excluded Taxes) and governmental fees payable charges incurred in connection with the executionany filing, deliveryregistration, filing and recording or perfection of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against security interest contemplated by any liabilities with respect to or resulting from any delay in paying Security Document or any omission other document referred to pay such taxes and feestherein.

Expenses Etc. (a) The Sellers agree Servicer agrees to pay on demand (i) to the Administrative Agent and the initial Class A-1 B Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their its rating of the Notes and their its review of the initial CP Conduits' ’ acquisition of the Class A-1 B Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 B Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree Servicer agrees to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 B Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 B Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their its rating of the Notes and their its review of the initial CP Conduits' ’ acquisition of the Class A-1 B Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 B Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 B Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. The Obligors (excluding Fabrene and Dutch Operating) jointly and severally agree to pay or reimburse each of the Lenders and the Administrative Agent for paying: (a) The Sellers agree all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx, special New York counsel to pay on demand Chase and of special Dutch, Canadian, Mexican or German counsel to Chase), in connection with (i) to the Administrative Agent and the initial Class A-1 Purchasers and Agents all reasonable costs and expenses in connection with the negotiation, preparation, execution, execution and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto Basic Documents and the amounts due extension of credit hereunder (but subject in any event to Xxxxx'x such separate arrangements as have been entered into between Chase and S&P in connection with their rating of PGI regarding the Notes aggregate amount thereof), and their review of the initial CP Conduits' acquisition of the Class A-1 Notes, (ii) to any modification, supplement or waiver of any of the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement terms of this Agreement or any of the Related other Basic Documents, ; (b) all reasonable costs and expenses of the Lenders and the other documents delivered thereunder Administrative Agent (including, without limitation, reasonable counsels' fees) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom or in connection therewith. Upon being found to have breached its own representationswith the negotiation of any restructuring or "work-out" (whether or not consummated) of the obligations of the Borrowers hereunder and (ii) the enforcement of this Section 12.03; (c) all transfer, warranties stamp, documentary or obligations under other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any Related Documentsof the other Basic Documents or any other document referred to herein or therein and all costs, expenses, taxes, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest contemplated by any Basic Document or any other document referred to therein (including, without limitation, all such costs, expenses, taxes, assessments and other charges relating to the Servicer agrees Dutch or Canadian Security Documents (as applicable), it being understood that neither Dutch Operating nor Fabrene shall be obligated to pay for any such items); and (d) all costs, expenses and other charges in respect of title insurance procured with respect to the Liens created pursuant to the Mortgages. The Obligors (excluding Fabrene and Dutch Operating) hereby jointly and severally agree to indemnify the Administrative Agent and each Agent Lender and Class A-1 Purchasertheir respective Credit Agreement ---------------- affiliates, on demanddirectors, all reasonable costs officers, employees, attorneys and expenses (including reasonable fees agents from, and expenses hold each of counsel)them harmless against, if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamplosses, transfer liabilities, claims, damages or expenses incurred by any of them (including, without limitation, any and all losses, liabilities, claims, damages or expenses incurred by the Administrative Agent to any Lender, whether or not the Administrative Agent or any Lender is a party thereto) arising out of or by reason of any investigation or litigation or other similar taxes proceedings (including any threatened investigation or litigation or other than Excluded Taxesproceedings) and governmental fees payable in connection with relating to the execution, delivery, filing and recording extensions of credit hereunder or any actual or proposed use by the Group Members of the proceeds of any of the Related Documents extensions of credit hereunder, including, without limitation, the reasonable fees and each related Support Facilitydisbursements of counsel incurred in connection with any such investigation or litigation or other proceedings (but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). Without limiting the generality of the foregoing, the Obligors (excluding Fabrene and agrees to save each Class A-1 Purchaser and Agent and Dutch Operating) will (x) indemnify the Administrative Agent harmless from and against for any liabilities with payments that the Administrative Agent is required to make under any indemnity issued to any bank referred to in Section 4.02 of the Security Agreement to which remittances in respect to Accounts, as defined therein, are to be made and (y) indemnify the Administrative Agent and each Lender from, and hold the Administrative Agent and each Lender harmless against, any losses, liabilities, claims, damages or expenses described in the preceding sentence (but excluding, as provided in the preceding sentence, any loss, liability, claim, damage or expense incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified) arising under any Environmental Law as a result of the past, present or future operations of the Group Members (or any predecessor in interest to the Group Members), or the past, present or future condition of any site or facility owned, operated or leased by the Group Members (or any such predecessor in interest), or any Release or threatened Release of any Hazardous Materials from any such site or facility, including any such Release or threatened Release which shall occur during any period when the Administrative Agent or any Lender shall be in possession of any such site or facility following the exercise by the Administrative Agent or any Lender of any of its rights and remedies hereunder or under any of the Security Documents. Each of Dutch Operating and Fabrene hereby agrees to make all of the payments, reimbursements and indemnifications referred to in the preceding two paragraphs of this Section 12.03 to the extent resulting from any delay in paying or any omission occurrences that are attributable to pay such taxes and feesitself.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 S Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 S Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 S Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 S Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 S Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 S Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 A Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their its rating of the Notes and their its review of the initial CP Conduits' ’ acquisition of the Class A-1 A Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 A Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 A Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 A Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 A Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 S Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x Moody's and S&P in connection with their rating of the Notes and their review theix xxxxxw of the initial CP Conduits' acquisition of the Class A-1 S Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 S Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 S Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 S Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 S Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 S Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' ’ acquisition of the Class A-1 S Notes, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 S Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 S Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 S Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 S Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 B Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Fee Letters and the Supplemental Fee LettersLetter, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notesthereto, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 B Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 B Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. Subject to the limitation set forth in Section 14.26: (a) The Sellers agree Borrower agrees to pay on demand or reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Arranger incurred prior to the Closing Date or otherwise in connection with the closing of the Loans (including customary post-closing follow-through) and in connection with the satisfaction of the requirements of Section 8.19 following the Closing Date, including, but not limited to, (i) the reasonable fees and expenses for Mxxxxxxx & Fxxxxxxx LLP, counsel to the Administrative Agent and Eurohypo; such legal fees to be paid on the initial Class A-1 Purchasers Closing Date; provided, however, that payment of ten percent (10%) of such legal fees shall be deferred and Agents all reasonable costs payable promptly upon the Borrower’s receipt of a closing binder and legal invoices prepared by Mxxxxxxx & Fxxxxxxx LLP and payment of any such legal fees relating to the satisfaction of the requirements of Section 8.19 following the Closing Date shall be payable promptly following the Borrower’s receipt of any legal invoice therefor (if delivered subsequent to the invoices covering the 10% retention referred to above), (ii) due diligence expenses, including title insurance reports and policies, surveys, title and lien searches and appraisals (including the Appraisal and the Environmental Reports) and (iii) fees and expenses for the services of an insurance consultant, in connection with with: the negotiation, preparation, execution, execution and delivery of this Agreement and the other documents Loan Documents and initial funding of the Loans hereunder and the creation and perfection of the Liens to be delivered hereunder created by the Security Documents. (b) The Borrower also agrees to pay on demand or in connection herewith, reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred after the Closing Date (including, subject to the limitations specified in the Supplemental Fee Lettersbut not limited to, the reasonable fees and out-of-pocket expenses of counsel legal counsel, but excluding any travel expenses incurred for travel by the personnel of the Administrative Agent (but not any of its consultants when engaged in services for which the Borrower is required to reimburse the Administrative Agent hereunder, with respect thereto the understanding that the Administrative Agent shall use good faith efforts to attempt to engage qualified local consultants to provide such services) and also excluding the amounts due to Xxxxx'x and S&P Administrative Agent’s internal overhead) in connection with their rating (i) any release of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notesa Project under Section 2.09, (ii) to the Administrative Agent all reasonable costs and expenses in connection with negotiation or preparation of any Modification or waiver of any of the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement terms of this Agreement or any of the Related other Loan Documents (whether or not consummated), (iii) the protection and maintenance of the perfection and priority of the Liens created pursuant to the Security Documents, (iv) the negotiation with any tenant, execution, delivery or recordation of any SNDA Agreement, (v) any review or inspection of the work undertaken pursuant to Section 8.21 (including, without limitation, any seismic review undertaken to measure the probable maximum loss with respect to the affected Projects following the completion of such work); any monitoring or evaluation of environmental conditions occurring at any Project following the occurrence of (A) any event for which notice is required under Section 8.11(b), (B) any violation by the Borrower of any of its covenants contained in Section 8.11(a) or (C) any act or occurrence for which the Borrower is obligated to indemnify the Administrative Agent or any Lender pursuant to the terms set forth in the Environmental Indemnity Agreement; any review, inspection or evaluation undertaken by the Restoration Consultant; and the preparation of any reports or studies in connection with any of the foregoing, (vi) any review of documents or requests, consideration for approval or disapproval or exercise of rights outside of the ordinary day-to-day administration of the Loans and the Loan Documents, and the (vii) any other documents delivered thereunder act, condition, request, delivery or in connection therewith. Upon being found to have breached its own representationsother item, warranties or obligations under if any other applicable provision of this Agreement or any Related Documents, the Servicer other Loan Documents provides for the costs and expenses of the Administrative Agent in connection therewith to be paid by the Borrower and are not in violation of the limitations contained herein. (c) The Borrower also agrees to pay on demand or reimburse on demand to the applicable party all reasonable out-of-pocket costs and expenses of the Lenders and the Administrative Agent and each Agent and Class A-1 Purchaser(including, on demandbut not limited to, all reasonable costs and expenses (including the reasonable fees and expenses of legal counsel), if any, incurred solely ) in connection with (i) any Default and any enforcement or collection proceedings resulting therefrom, including all manner of participation in or other involvement with (A) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (B) judicial or regulatory proceedings and (C) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of such representations, warranties or obligations against the Servicerthis Section 14.03. (bd) The Sellers agree Borrower also agrees to pay on demand or reimburse on demand to the applicable party all transfer, stamp, documentary or other similar taxes, assessments or charges levied by any Governmental Authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein and all stampcosts, transfer expenses, taxes, assessments and other similar taxes (other than Excluded Taxes) and governmental fees payable charges incurred in connection with the executionany filing, deliveryregistration, filing and recording or perfection of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against security interest contemplated by any liabilities with respect to or resulting from any delay in paying Security Document or any omission other document referred to pay such taxes and feestherein.

Expenses Etc. (a) The Sellers agree Servicer agrees to pay on demand (i) to the Trustee, the Administrative Agent and the initial Class A-1 Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of Sidley Austin LLP, counsel for the Agents, with respect thereto and thereto, the amounts due to Xxxxx'x and S&P Moody’s in connection with their its rating of the Notes and their the reasonable fees and out-of-pocket expenses incurred by the CP Conduits in connection with the review by each rating agency then rating the Commercial Paper Notes of such CP Conduits of the initial CP Conduits' acquisition of transactions contemplated by the Class A-1 NotesBasic Documents, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of Sidley Austin LLP, counsel to the Agents, with respect thereto, (iii) to the Trustee, the Administrative Agent and each Agent and Class A-1 Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of Sidley Austin LLP, counsel with respect thereto, and (iv) to the Trustee, the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counselSidley Austin LLP, counsel to the Agents), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Trustee, the Administrative Agent and each Agent and Class A-1 Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree Servicer agrees to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

Expenses Etc. (a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A-1 A Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Fee Letters and the Supplemental Fee LettersLetter, the reasonable fees and out-of-pocket expenses of counsel with respect thereto and the amounts due to Xxxxx'x and S&P in connection with their rating of the Notes and their review of the initial CP Conduits' acquisition of the Class A-1 Notesthereto, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A-1 A Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A-1 A Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A-1 A Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer. (b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A-1 A Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.