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. (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 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 Receivables Seller agrees 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 (iviii) 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 Receivables Seller 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 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 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. 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 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. (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. 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 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. 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 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. (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. 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 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 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 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. (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. (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 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 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 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 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 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.

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 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. (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. (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. (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 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 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.