Common use of Other Costs and Expenses; Breakage Costs Clause in Contracts

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agree, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, the Collateral Agent’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Agent for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors Investors, the Funding Agents and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’ ’, rating agencies’, and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Investor, any Funding Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, the Collateral any Funding Agent’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Administrative Agent for the account of the Investorseach Investor, as applicable, on demand, such amount or amounts as shall compensate the Investors such Investor for any loss (including loss of profit), cost or expense incurred by the Investors it (as reasonably determined by the applicable Funding Agent) as a result of any reduction of any Portion of Investment of such Investor other than on the maturity date last day of the Commercial Paper related Rate Period (or other financing sourcedetermined without regard for clause (ii) of paragraph (a) of the definition thereof) funding such Portion of InvestmentInvestment of such Investor, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Related Funding Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV and Administrative Agent in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors Investors, the Funding Agents and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’ ’, rating agencies’, and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Investor, any Funding Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, the Collateral any Funding Agent’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Administrative Agent for the account of the Investorseach Investor, as applicable, on demand, such amount or amounts as shall compensate the Investors such Investor for any loss (including loss of profit), cost or expense incurred by the Investors it (as reasonably determined by the applicable Funding Agent) as a result of any reduction of any Portion portion of Investment of such Investor other than on the maturity date last day of the Commercial Paper related Interest Period (or other financing sourcedetermined without regard for clause (ii) of paragraph (a) of the definition thereof) funding such Portion portion of InvestmentInvestment of such Investor, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion portion of Investment. The determination by the Related Funding Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV and Administrative Agent in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors Investors, the Agent, each Managing Agent and the Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneysXxxxx Xxxxx LLP’s, any rating agencies’, or any other single law firm’s, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, the Agent, any Investor Managing Agent or the Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with the Agent’s, any Investor’s, the Collateral Agent’s or the any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Agent Managing Agents for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the its Managing Agent) as a result of any reduction of any Portion of Investment other than on the last day of the related Rate Period or on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the last day of the related Rate Period or the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the any Managing Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors Investors, the Agent and the each Managing Agent harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneysXxxxxxx and Xxxxxx LLP’s and XxXxxxxx Xxxxxxxx LLP’s, or any other single U.S. and single Canadian law firm’s, accountants’, accountants’ rating agency’s and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Agent and each Managing Agent) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, the Agent and any Investor or the Managing Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset InterestPortfolio) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with the Agent’s, any Investor’s, the Collateral ’s or any Managing Agent’s reasonable review or analysis of its legal rights and duties under the Agent’s Transaction Documents or enforcement or preservation of such rights (including the perfection and protection of the Asset Interest Portfolio under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all as reasonably necessary for the enforcement or preservation of such amountsAgent’s, collectively, “any Investor’s or any Managing Agent’s legal rights under the Transaction Costs”)Documents. (b) The SPV shall pay the Agent Managing Agents for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the its Managing Agent) as a result of any reduction of any Portion of Investment Rate Tranche other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of InvestmentRate Tranche, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of InvestmentRate Tranche. The determination by the any Managing Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors Investors, the Agent, each Managing Agent and the Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’, accountants’, rating agencies’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, the Agent, any Investor Managing Agent or the Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with the Agent’s, any Investor’s, the Collateral Agent’s or the any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”); provided that, except in the case of any enforcement action, the SPV shall not be required to reimburse the legal fees, expenses or other charges of more than one outside counsel (in addition to such special counsel and local counsel in each applicable local jurisdiction as shall be reasonably deemed necessary by the Agent), which counsel shall be selected jointly by the Agent, each Managing Agent or any Administrator, unless, in the reasonable opinion of any Investor, the Agent, any Managing Agent or any Administrator, representation of all such Persons by the same counsel would be inappropriate due to the existence of an actual or potential conflict of interest or impairs any defense of such indemnified Person. (b) The SPV shall pay the Agent Managing Agents for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the its Managing Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, in the case of Investments funded via Commercial Paper, or on the last day of a Rate Period, in the case of Investments with Yield calculated based off the Offshore Rate, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the any Managing Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and To the Servicer agreefullest extent permitted by applicable law, upon the Transferor agrees, on the next succeeding Distribution Date after receipt of a written invoice, to pay or cause to be paid, and to save the Investors and the Agent each Investor harmless against liability for the payment of, all reasonable out-of-out of pocket expenses (including attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any the Investor and/or and fees and expenses of the AgentInvestor with respect to one audit per year; provided, however, that upon the occurrence of an Early Redemption Event, the Investors shall be reimbursed by the Transferor for reasonable fees and expenses incurred in connection with an unlimited number of audits) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset InterestOffered Notes) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, or (B) arising in connection with any an Investor’s, the Collateral Agent’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred), dispute, disagreement, litigation or preparation for litigation involving this Agreement or in any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”)Documents. (b) The SPV Issuer shall pay the Agent for the account of the Investors, as applicablean Investor, on demandthe next succeeding Distribution Date after request from such Investor, such amount or amounts as shall compensate the Investors such Investor for any loss (including loss of profit), cost or expense incurred by the Investors an Investor (as reasonably determined by the Agentsuch Investor) as a result of any reduction of any Portion of Investment the Class A Note Principal Balance, Class B Note Principal Balance or Class C Note Principal Balance, as applicable, other than on at the maturity date end of a LIBOR Period and for which the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation Transferor failed to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Agent of the amount of any such loss or expense shall be set forth in a written provide notice to the SPV Investor pursuant to subsection 2.4(c). After such Investor receives actual knowledge of any of the events specified in this subsection 5.4(b), a certificate of such Investor setting forth in reasonable detail a calculation of any amount or amounts that such Investor is entitled to receive pursuant to this subsection 5.4(b) and the reason(s) therefor shall be delivered to the Transferor (with a copy to the Investor) and shall be conclusive, conclusive absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors Lenders and the Agent Agents harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’’ fees and expenses (it being understood that in connection with the initial closing of this Agreement and the negotiation and execution of the Transaction Documents on the Closing Date that each of the Facility Agent, the Lenders and the Administrators shall be represented by a single counsel and the SPV shall only be required to pay the fees and expenses of a single counsel), accountants’ fees and expenses and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees employee of any Investor Lender and/or the AgentAgents) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Lender or the Agent Agents (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset InterestAffected Assets) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any InvestorLender’s, the Collateral Agent’s or the Agent’s Agents’ enforcement or preservation of rights (including the perfection and protection of Lender’s security interest in the Asset Interest Affected Assets under this Agreement), or (C) arising in connection with any rating agency review, audit (which provided, however, that the obligations of the SPV hereunder shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurredas set forth in Section 5.1(d)), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Facility Agent for the account of the InvestorsLenders, as applicable, on demandthe Payment Date following demand (so long as demand is made at least five (5) Business Days prior to any Payment Date), such amount or amounts as shall compensate the Investors Lenders for any loss (including loss of profit), cost or expense incurred by the Investors Lenders (as reasonably determined by the Facility Agent) as a result of, in each case with respect to Loans accruing or to accrue interest based on the LIBO Rate or CP Rate, (i) any failure on the part of the SPV to borrow a Loan after submitting a Borrowing Request, (ii) any reduction of the principal amount of any Portion Tranche by the SPV without compliance by the SPV with the notice requirements hereunder or (iii) any reduction by the SPV of Investment any Tranche on a date other than on the maturity last date of a Rate Period or the Commercial Paper (date specified by the SPV in a notice of prepayment, redemption or other financing source) funding such Portion of Investmentreduction, such compensation to be (ix) limited to an amount equal to any loss or expense suffered by the Investors amount of interest and fees that would have accrued during the period from remainder of the Rate Period relating to such Loan subsequent to the date of receipt of such repayment failure to borrow or reduction to (but excluding) the maturity date last day of such Commercial Paper (or other financing source) Rate Period and (iiy) net of the income, if any, received by the recipient of Lender required to make such reductions from investing Loan or which received the proceeds of such reductions of reduction from investing the principal related to such Portion of InvestmentLoan that did not occur or such proceeds. The determination by the Facility Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error. Nothing in this subsection (b) shall obligate the SPV to pay any costs or expenses which result from any breach by a Lender of its obligations hereunder. (c) The SPV shall pay the Facility Agent for the account of the Hedge Counterparties, as applicable, all Hedge Breakage Costs which are due and payable pursuant to the terms of the related Hedging Agreement on the date of any termination of the Commitment, release of Affected Assets, Securitization Date, or other date on which Hedge Breakage Costs are due and owing under a Hedging Agreement.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeOriginator agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) ), and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, the Collateral Agent’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV Originator shall pay the Agent for the account of the InvestorsInvestors and the Letter of Credit Bank, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors and/or the Letter of Credit Bank during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV Originator in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors Investors, the Agent, each Managing Agent and the Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, the Agent, any Investor Managing Agent or the Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with the Agent’s, any Investor’s, the Collateral Agent’s or the any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents Documents; provided that, except in the case of any enforcement action, the SPV shall not be required to reimburse the legal fees, expenses or other charges of more than one outside counsel (in addition to such special counsel and local counsel in each applicable local jurisdiction as shall be reasonably deemed necessary by the Agent), which counsel shall be selected jointly by the Agent, each Managing Agent or any Administrator, unless, in the reasonable opinion of any Investor, the Agent, any Managing Agent or any Administrator, representation of all such Persons by the same counsel would be inappropriate due to the existence of an actual or potential conflict of interest or impairs any defense of such indemnified Person (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Agent Managing Agents for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the its Managing Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the any Managing Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeBorrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Lender, the Bank Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Lender, any Bank Investor and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Lender, any Bank Investor or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Loan Agreement, the other Transaction Operative Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset InterestCollateral) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Loan Agreement and the other Transaction Operative Documents, (B) arising in connection with any Investorthe Lender’s, the Collateral Agentany Bank Investor’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest Collateral under the CTA Agreement and this Loan Agreement), ) or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Loan Agreement or any of the other Transaction Operative Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV Borrower shall pay the Lender or the Bank Investors, as applicable, on demand an Early Collection Fee due on account of the reduction of the Net Investment on a day prior to a Remittance Date. (c) The Borrower shall pay the Agent for the account of the Lender and the Bank Investors, as applicable, on demand, such amount or amounts as shall compensate the Lenders and any Bank Investors for any loss (including loss of profit)loss, cost or reasonable expense incurred by the Lender or Bank Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion portion of Investment any Loan other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion portion of Investmentany Loan, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Lender or the Bank Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion portion of Investmentany Loan. The determination by the Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV Borrower in reasonable detail and shall be conclusive, absent manifest errorerror and shall be accompanied by reasonably appropriate back-up materials with respect to such amounts. (d) The Lender, or its agent, shall maintain a register (the “Register”) on which it will record the Lender’s rights hereunder, and each Assignment and Assumption Agreement. The Register shall include the names and addresses of the Lender (including all assignees and successors) and the percentage or portion of such rights and obligations assigned.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors Investors, the Agent, each Managing Agent and the Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’Xxxxx Xxxxx LLP’s, any rating agency’s, or any other single law firm’s, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, the Agent, any Investor Managing Agent or the Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with the Agent’s, any Investor’s, the Collateral Agent’s or the any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Agent Managing Agents for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the its Managing Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the any Managing Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeBorrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Lender, the Bank Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’, accountants’ and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Lender, any Bank Investor and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Lender, any Bank Investor or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Loan Agreement, the other Transaction Operative Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset InterestCollateral) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Loan Agreement and the other Transaction Operative Documents, (B) arising in connection with the Lender's, any Bank Investor’s, the Collateral Agent’s 's or the Agent’s 's enforcement or preservation of rights (including the perfection and protection of the Asset Interest Collateral under the CCA Agreement and this Loan Agreement), ) or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Loan Agreement or any of the other Transaction Operative Documents (all of such amounts, collectively, “"Transaction Costs”"). (b) The SPV Borrower shall pay the Lender or the Bank Investors, as applicable, on demand an Early Collection Fee due on account of the reduction of the Net Investment on a day prior to a Remittance Date. (c) The Borrower shall pay the Agent for the account of the Lender and the Bank Investors, as applicable, on demand, such amount or amounts as shall compensate the Lenders and any Bank Investors for any loss (including loss of profit)loss, cost or reasonable expense incurred by the Lender or Bank Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion portion of Investment any Loan other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion portion of Investmentany Loan, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Lender or the Bank Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion portion of Investmentany Loan. The determination by the Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV Borrower in reasonable detail and shall be conclusive, absent manifest errorerror and shall be accompanied by reasonably appropriate back-up materials with respect to such amounts. (d) The Lender, or its agent, shall maintain a register (the "Register") on which it will record the Lender's rights hereunder, and each Assignment and Assumption Agreement. The Register shall include the names and addresses of the Lender (including all assignees and successors) and the percentage or portion of such rights and obligations assigned.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors Lenders and the Agent Agents harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’’ fees and expenses (it being understood that each of the Facility Agent, the Lenders and the Administrators shall be represented by Xxxxxxx and Xxxxxx, LLP and the SPV shall only be required to pay the fees and expenses of Xxxxxxx and Xxxxxx, LLP, unless there shall exist a conflict of interest that shall prevent Xxxxxxx and Xxxxxx, LLP from representing all such parties, in which case the SPV shall be required to pay the reasonable fees and expenses of the attorney representing each of such parties), accountants’ fees and expenses and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees employee of any Investor Lender and/or the AgentAgents) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Lender or the Agent Agents (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset InterestAffected Assets) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any InvestorLender’s, the Collateral Agent’s or the Agent’s Agents’ enforcement or preservation of rights (including the perfection and protection of Lender’s security interest in the Asset Interest Affected Assets under this Agreement), or (C) arising in connection with any rating agency review, audit (which provided, however, that the obligations of the SPV hereunder shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurredas set forth in Section 5.1(d)), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Facility Agent for the account of the InvestorsLenders, as applicable, on demand, such amount or amounts as shall compensate the Investors Lenders for any loss (including loss of profit), cost or expense incurred by the Investors Lenders (as reasonably determined by the Facility Agent) as a result of, in each case with respect to Loans accruing or to accrue interest based on the LIBO Rate, (i) any failure on the part of the SPV to borrow a Loan after submitting a Borrowing Request, (ii) any reduction of the principal amount of any Portion Tranche by the SPV without compliance by the SPV with the notice requirements hereunder or (iii) any reduction by the SPV of Investment any Tranche on a date other than on the maturity last date of a Rate Period or the Commercial Paper (date specified by the SPV in a notice of prepayment, redemption or other financing source) funding such Portion of Investmentreduction, such compensation to be (ix) limited to an amount equal to any loss or expense suffered by the Investors amount of interest and fees that would have accrued during the period from remainder of the Rate Period relating to such Loan subsequent to the date of receipt of such repayment failure to borrow or reduction to (but excluding) the maturity date last day of such Commercial Paper (or other financing source) Rate Period and (iiy) net of the income, if any, received by the recipient of Lender required to make such reductions from investing Loan or which received the proceeds of such reductions of reduction from investing the principal related to such Portion of InvestmentLoan that did not occur or such proceeds. The determination by the Facility Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error. Nothing in this subsection (b) shall obligate the SPV to pay any costs or expenses which result from any breach by a Lender of its obligations hereunder.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agree, Seller agrees upon receipt of a written invoice, to pay or cause to be paidpaid (to the Collection Account), and to save the Investors Purchasers, the Administrative Agent and the Agent Insurer harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses (including without limitation, due diligence expenses) incurred by officers or employees of any Investor Purchaser and/or the AgentAdministrative Agent and/or the Insurer) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Purchaser or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investorof the Purchaser’s, the Collateral Administrative Agent’s or the AgentInsurer’s enforcement or preservation of rights (including including, without limitation, the perfection and perfection, protection or maintenance of value (after the occurrence of a Servicer Default) of the Asset Interest under this Agreementand other actions described in Section 6.1(n), in each case, to the extent that the Servicer has failed to perform such actions) or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”; it being understood that any Transaction Costs paid by the Seller for the protection or maintenance of value (after the occurrence of a Servicer Default) of the Asset Interest shall be deemed to be Permissible Servicer Expenses for all purposes of this Agreement, and such Transaction Costs shall be entitled to be reimbursed from any related Recovery Proceeds or pursuant to clause (viii) of Section 2.12). (b) The SPV shall pay the Agent for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors Lenders and the Agent Agents harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’’ fees and expenses (it being understood that each of the Facility Agent, the Lenders and the Administrators shall be represented by Xxxxxxx and Xxxxxx, LLP and the SPV shall only be required to pay the fees and expenses of Xxxxxxx and Xxxxxx, LLP, unless there shall exist a conflict of interest that shall prevent Xxxxxxx and Xxxxxx, LLP from representing all such parties, in which case the SPV shall be required to pay the reasonable fees and expenses of the attorney representing each of such parties), accountants’ fees and expenses and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees employee of any Investor Lender and/or the AgentAgents) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Lender or the Agent Agents (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset InterestAffected Assets) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any InvestorLender’s, the Collateral Agent’s or the Agent’s Agents’ enforcement or preservation of rights (including the perfection and protection of Lender’s security interest in the Asset Interest Affected Assets under this Agreement), or (C) arising in connection with any rating agency review, audit (which provided, however, that the obligations of the SPV hereunder shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurredas set forth in Section 5.1(d)), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) [Reserved.] (c) The SPV shall pay the Facility Agent for the account of the InvestorsHedge Counterparties, as applicable, on demand, such amount or amounts as shall compensate all Hedge Breakage Costs which are due and payable pursuant to the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion of Investment other than on the maturity date terms of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from related Hedging Agreement on the date of receipt any termination of such repayment to (but excluding) the maturity date Commitment, release of such Commercial Paper (Affected Assets, Securitization Date, or other financing source) date on which Hedge Breakage Costs are due and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Agent of the amount of any such loss or expense shall be set forth in owing under a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest errorHedging Agreement.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors Investors, the Agent, each Managing Agent and the Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneysXxxxx Xxxxx LLP’s, any rating agencies’, or any other single law firm’s, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, the Agent, any Investor Managing Agent or the Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with the 80 Agent’s, any Investor’s, the Collateral Agent’s or the any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Agent Managing Agents for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the its Managing Agent) as a result of any reduction of any Portion of Investment other than on the last day of the related Rate Period or on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the last day of the related Rate Period or the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the any Managing Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The Each SPV and the Servicer agreeagrees, severally but not jointly, upon receipt of a written invoiceinvoice addressed to such SPV, to pay or cause to be paid, and to save the Investors Lenders and the Agent Agents harmless against liability for the payment of, of its pro rata share (which with respect to the U.S. SPV shall be the percentage of the U.S. Loan Commitment to the sum of the U.S. Loan Commitment and the Canadian Loan Commitment and with respect to the Canadian SPV shall be the percentage of the Canadian Loan Commitment to the sum of the U.S. Loan Commitment and the Canadian Loan Commitment) of all reasonable and documented out-of-pocket expenses (including reasonable attorneys’’ fees and expenses (it being understood that in connection with the initial closing of this Agreement and the negotiation and execution of the Transaction Documents on the Closing Date that each of the Facility Agent, the Lenders and the Administrators shall be represented by a single counsel in Canada and a single counsel in the United States and the SPVs shall only be required to pay the fees and expenses of a single counsel in Canada and a single counsel in the United States), accountants’ fees and expenses and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees employee of any Investor Lender and/or the AgentAgents) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Lender or the Agent Agents (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset InterestAffected Assets) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any InvestorLender’s, the Collateral Agent’s or the Agent’s Agents’ enforcement or preservation of rights (including the perfection and protection of Lender’s security interest in the Asset Interest Affected Assets under this Agreement), or (C) arising in connection with any rating agency review, audit (which provided, however, that the obligations of each SPV hereunder shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurredas set forth in Section 5.1(d)), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents Documents, in each case with respect to this clause (ii) to the extent related to such SPV or its Pool Receivables or its Loans (all of such amounts, collectively, “Transaction Costs”). (bi) The U.S. SPV shall pay the Facility Agent for the account of the InvestorsLenders, as applicable, on demandthe Settlement Date following demand (so long as demand is made at least five (5) Business Days prior to any Settlement Date), such amount or amounts as shall compensate the Investors Lenders for any loss (including loss of profit), cost or expense incurred by the Investors Lenders (as reasonably determined by the Facility Agent) as a result of, in each case with respect to U.S. Loans accruing or to accrue interest based on the LIBO Rate, (i) any failure on the part of the U.S. SPV to borrow a U.S. Loan after submitting a Borrowing Request, (ii) any reduction of the principal amount of any Portion Tranche by the U.S. SPV without compliance by the U.S. SPV with the notice requirements hereunder or (iii) any reduction by the U.S. SPV of Investment any Tranche on a date other than on the maturity last date of a Rate Period or the Commercial Paper (date specified by the U.S. SPV in a notice of prepayment, redemption or other financing source) funding such Portion of Investmentreduction, such compensation to be (ix) limited to an amount equal to any loss or expense suffered by the Investors amount of interest and fees that would have accrued during the period from remainder of the Rate Period relating to such U.S. Loan subsequent to the date of receipt of such repayment failure to borrow or reduction to (but excluding) the maturity date last day of such Commercial Paper (or other financing source) Rate Period and (iiy) net of the income, if any, received by the recipient of Lender required to make such reductions from investing U.S. Loan or which received the proceeds of such reductions of reduction from investing the principal related to such Portion of InvestmentU.S. Loan that did not occur or such proceeds. The determination by the Facility Agent of the amount of any such loss or expense shall be set forth in a written notice to the U.S. SPV in reasonable detail and shall be conclusive, absent manifest error. Nothing in this subsection (b)(i) shall obligate the U.S. SPV to pay any costs or expenses which result from any breach by a Lender of its obligations hereunder. (ii) The Canadian SPV shall pay the Facility Agent for the account of the Lenders, as applicable, on the Payment Date following demand (so long as demand is made at least five (5) Business Days prior to any Payment Date), such amount or amounts as shall compensate the Lenders for any loss (including loss of profit), cost or expense incurred by the Lenders (as reasonably determined by the Facility Agent) as a result of, in each case with respect to Canadian Loans accruing or to accrue interest based on the CDOR Rate, (i) any failure on the part of the Canadian SPV to borrow a Canadian Loan after submitting a Borrowing Request, (ii) any reduction of the principal amount of any Tranche by the Canadian SPV without compliance by the Canadian SPV with the notice requirements hereunder or (iii) any reduction by the Canadian SPV of any Tranche on a date other than the last date of a Rate Period or the date specified by the Canadian SPV in a notice of prepayment, redemption or other reduction, such compensation to be (x) limited to an amount equal to the amount of interest and fees that would have accrued during the remainder of the Rate Period relating to such Canadian Loan subsequent to the date of such failure to borrow or reduction to (but excluding) the last day of such Rate Period and (y) net of the income, if any, received by the Lender required to make such Canadian Loan or which received the proceeds of such reduction from investing the principal related to such Canadian Loan that did not occur or such proceeds. The determination by the Facility Agent of the amount of any such loss or expense shall be set forth in a written notice to the Canadian SPV in reasonable detail and shall be conclusive, absent manifest error. Nothing in this subsection (b)(ii) shall obligate the Canadian SPV to pay any costs or expenses which result from any breach by a Lender of its obligations hereunder. (c) Each SPV shall, severally but not jointly, pay the Facility Agent for the account of the Interest Rate Hedge Counterparties, as applicable, all Hedge Breakage Costs which are due and payable by such SPV pursuant to the terms of the related Interest Rate Hedging Agreement on the date of any termination of the Commitment, release of the applicable Affected Assets, Securitization Date, or other date on which Hedge Breakage Costs are due and owing under an Interest Rate Hedging Agreement.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors and the Agent Agents harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the AgentAgents) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor or the Agent Agents (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s's, the Collateral Agent’s or the Agent’s Agents' enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “"Transaction Costs”"). (b) The SPV shall pay the Agent Managing Agents for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the AgentManaging Agents) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of InvestmentInvestment (all of such amounts, collectively, "Breakage Costs"). The determination by the Agent Managing Agents of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeBorrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors Lenders, the Surety Provider, the Bank Investors, the Managing Agents and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor Lender, any Bank Investor, any Managing Agent and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Lender, any Bank Investor, any Managing Agent or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Loan Agreement, the other Transaction Operative Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset InterestCollateral) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Loan Agreement and the other Transaction Operative Documents, (B) arising in connection with any Lender’s, any Bank Investor’s, any Managing Agent’s, the Collateral AgentSurety Provider’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest Collateral under the CCA Agreement and this Loan Agreement), ) or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Loan Agreement or any of the other Transaction Operative Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV Borrower shall pay the Lenders or Bank Investors, as applicable, on demand an Early Collection Fee due on account of the reduction of the Net Investment on a day prior to a Remittance Date. (c) The Borrower shall pay each Managing Agent for the account of the related Lender and the Bank Investors, as applicable, on demand, such amount or amounts as shall compensate the Lenders and any Bank Investors for any loss (including loss of profit)loss, cost or reasonable expense incurred by the Lenders or Bank Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion portion of Investment any Loan other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion portion of Investmentany Loan, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Lenders or the Bank Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion portion of Investmentany Loan. The determination by the Agent Managing Agents of the amount of any such loss or expense shall be set forth in a written notice to the SPV Borrower in reasonable detail and shall be conclusive, absent manifest errorerror and shall be accompanied by reasonably appropriate back-up materials with respect to such amounts.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeBorrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors Lenders, the Surety Provider, the Bank Investors, the Managing Agents and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor Lender, any Bank Investor, any Managing Agent and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Lender, any Bank Investor, any Managing Agent or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Loan Agreement, the other Transaction Operative Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset InterestCollateral) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Loan Agreement and the other Transaction Operative Documents, (B) arising in connection with any Lender’s, any Bank Investor’s, any Managing Agent’s, the Collateral AgentSurety Provider’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest Collateral under the CTA Agreement and this Loan Agreement), ) or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Loan Agreement or any of the other Transaction Operative Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV Borrower shall pay the Lenders or Bank Investors, as applicable, on demand an Early Collection Fee due on account of the reduction of the Net Investment on a day prior to a Remittance Date. (c) The Borrower shall pay each Managing Agent for the account of the related Lender and the Bank Investors, as applicable, on demand, such amount or amounts as shall compensate the Lenders and any Bank Investors for any loss (including loss of profit)loss, cost or reasonable expense incurred by the Lenders or Bank Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion portion of Investment any Loan other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion portion of Investmentany Loan, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Lenders or the Bank Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion portion of Investmentany Loan. The determination by the Agent Managing Agents of the amount of any such loss or expense shall be set forth in a written notice to the SPV Borrower in reasonable detail and shall be conclusive, absent manifest errorerror and shall be accompanied by reasonably appropriate back-up materials with respect to such amounts.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agree---------------------------------------- agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors Investors, the Funding Agents and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Investor, any Funding Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) (which payment of attorneys' fees and expenses, in the case of this clause (i) shall be limited to Dechert, Stikeman and Elliot and Sidley & Austin) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s's, any Funding Agent's, the Collateral Agent’s 's or the Administrative Agent’s 's enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “"Transaction Costs”").. ----------------- (b) The SPV shall pay the Administrative Agent for the account of the Investorseach Investor, as applicable, on demand, such amount or amounts as shall compensate the Investors such Investor for any loss (including loss of profit), cost or expense incurred by the Investors it (as reasonably determined by the applicable Funding Agent) as a result of any reduction of any Portion of Investment of such Investor other than on the maturity date last day of the Commercial Paper related Rate Period (or other financing sourcedetermined without regard for clause (ii) of paragraph (a) of the definition thereof) funding such Portion of InvestmentInvestment of such Investor, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Related Funding Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV and Administrative Agent in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeSeller agrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors Investors, the Group Agents and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’, rating agencies’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor Investor, any Group Agent and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Investor, any Group Agent or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest); provided that the fees and expenses incurred by the Agent and Deutsche Bank in respect of attorney’s fees and expenses and paid or reimbursed by the Seller pursuant to this clause (i) shall be subject to the limitations on such amounts set forth in Section 3(b) of the Engagement Letter, dated as of March 20, 2003, between the Agent and United Rentals and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, the Collateral any Group Agent’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV Seller shall pay the applicable Group Agent for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit)loss, cost or expense incurred by the Investors (as reasonably determined by the applicable Group Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper relevant commercial paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the any Group Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV Seller in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, the Collateral Agent’s 's or the Agent’s 's enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”"TRANSACTION COSTS"). (ba) The SPV shall pay the Agent for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including excluding loss of profit), reasonable cost or expense incurred by the Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or reasonable expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors Investors, the Agent, each Managing Agent and the Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, the Agent, any Investor Managing Agent or the Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with the Agent’s, any Investor’s, the Collateral Agent’s or the any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents Documents; provided that, except in the case of any enforcement action, the SPV shall not be required to reimburse the legal fees, expenses or other charges of more than one outside counsel (in addition to such special counsel and local counsel in each applicable local jurisdiction as shall be reasonably deemed necessary by the Agent), which counsel shall be selected jointly by the Agent, each Managing Agent or any Administrator, unless, in the reasonable opinion of any Investor, the Agent, any Managing Agent or any Administrator, representation of all such Persons by the same counsel would be inappropriate due to the existence of an actual or potential conflict of interest or impairs any defense of such indemnified Person (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Agent Managing Agents for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the its Managing Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, in the case of Investments funded via Commercial Paper, or on the last day of a Rate Period, in the case of Investments with Yield calculated based off the Offshore Rate, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the any Managing Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save hold the Investors Investors, the Agent, each Managing Agent and the Agent each Administrator harmless against liability for the payment of, all reasonable and documented out-of-pocket expenses (including attorneys’Xxxxx Xxxxx LLP’s, or any other single law firm’s, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or Investor, the Agent, each Managing Agent or any Administrator) or intangible, documentary or recording taxes incurred by or on behalf of any Investor, the Agent, any Investor Managing Agent or the Agent any Administrator (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with the Agent’s, any Investor’s, the Collateral Agent’s or the any Managing Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the Agent Managing Agents for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the its Managing Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the any Managing Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors Investors, each Class Agent and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor Investor, each Class Agent and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, the any Collateral Agent’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred)audit, dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (b) The SPV shall pay the each Class Agent for the account of the related Investors, as applicable, on demand, such amount or amounts as shall compensate the such Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the related Class Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Other Costs and Expenses; Breakage Costs. (a) The SPV and the Servicer agreeagrees, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors Investors, the Funding Agents and the Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’ ’, rating agencies’, and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor Investor, any Funding Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses, in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, the Collateral any Funding Agent’s or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”). (ba) The SPV shall pay the Administrative Agent for the account of the Investorseach Investor, as applicable, on demand, such amount or amounts as shall compensate the Investors such Investor for any loss (including loss of profit), cost or expense incurred by the Investors it (as reasonably determined by the applicable Funding Agent) as a result of any reduction of any Portion of Investment of such Investor other than on the maturity date last day of the Commercial Paper related Rate Period (or other financing sourcedetermined without regard for clause (ii) of paragraph (a) of the definition thereof) funding such Portion of InvestmentInvestment of such Investor, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Related Funding Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV and Administrative Agent in reasonable detail and shall be conclusive, absent manifest error.