Common use of Other Costs and Expenses Clause in Contracts

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Each Seller shall reimburse Agent, each Purchaser the Agent and each Conduit Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any ConduitPurchaser’s auditors auditing the books, records and procedures of Sellerany Seller Party, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any each Purchaser Agent and/or and the Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or the Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or or the Agent as to their respective rights and remedies under this Agreement. Each Seller shall reimburse Agent and each Purchaser the Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller shall reimburse each Conduit Company on demand for all other costs and expenses incurred by such Conduit Company (“Other Costs”), including, without limitation, the cost of auditing such ConduitCompany’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Company or any counsel for any shareholder of such Conduit Company with respect to advising such Conduit Company or such shareholder as to matters relating to such ConduitCompany’s operations.

Other Costs and Expenses. Seller (a) The Borrower shall reimburse pay (i) all reasonable out‑of‑pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documentsTransaction Documents, or any amendments, modifications or waivers of the administration of this Agreement following an Amortization Event. Seller provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”be consummated), including, without limitation, such reasonable fees and expenses incurred in connection with the creation, perfection or protection of the Liens under the Transaction Documents (including all title insurance fees and all search, filing and recording fees) and (ii) all reasonable out‑of‑pocket expenses incurred by the Administrative Agent or any Lender, any Liquidity Provider or any shareholder of any Conduit Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Transaction Documents, including its rights under this Section or (B) in connection with the Loans made hereunder, including all such reasonable out‑of‑pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans (including all such reasonable costs and expenses incurred in connection with any proceeding under Debtor Relief Laws involving the Borrower or any other Loan Party as a debtor thereunder) (all such reasonable costs or out‑of‑pocket expenses covered by this Section, the “Covered Expense”). The Borrower shall promptly reimburse Agent for all other reasonable costs and documented expenses incurred by it or any Lender, any Liquidity Provider or any shareholder of any Conduit Lender in connection with the preparation, execution, delivery and administration of the Transaction Documents or the transactions contemplated thereby, including the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and documented out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationseach Lender.

Other Costs and Expenses. (a) Seller shall reimburse pay to the Agent, each Purchaser Agent the Managing Agents and each Conduit the Conduits on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors periodically auditing the books, records and procedures of SellerSeller and any Originator, reasonable fees and out-of-pocket expenses of legal counsel for any each Conduit, any Purchaser each Managing Agent and/or and the Agent (which such counsel may be employees of any such Conduit, any Purchaser such Managing Agent or the Agent) with respect thereto and with respect to advising any each Conduit, any Purchaser each Managing Agent and/or and the Agent as to their respective rights and remedies under this Agreement; provided that the liability of Seller in respect of the fees of legal counsel for each Conduit, each Managing Agent and the Agent arising in connection with the preparation, execution, delivery and initial closing of this Agreement shall be limited in the manner set forth in Section 10.4(b) of this Agreement. Seller shall reimburse pay to the Agent, each Managing Agent and each Purchaser Agent on demand for any and all costs and expenses of the Agent, the Purchaser Agents such Managing Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all Any claim hereunder in respect of legal fees or other costs and expenses shall be made in a written notice to Seller, which notice shall be accompanied by the applicable invoice or similar description in reasonable detail of the applicable legal services rendered and the costs and expenses incurred. (b) Seller shall reimburse the Agent and each Managing Agent on demand in respect of all reasonable auditing fees and out-of-pocket expenses incurred by the Agent, each Managing Agent, any Purchaser or any Person on its behalf in connection with entering into this Agreement. Each such Conduit demand (an “Other CostsAudit Reimbursement Demand”)) shall be made in writing and shall be accompanied by invoices or other customary documents describing the rendering of audit services or the incurrence of the applicable expenses. (c) With regard to audits hereafter conducted by or on behalf of the Agent, includingany Purchasers or any Managing Agent in respect of Seller and the Originators in connection with this Agreement, without limitation, it is understood that all audits shall be conducted by external auditors selected by the cost of auditing such Conduit’s books by certified public accountants, Agent and the cost of rating the Commercial Paper of such Conduit by independent financial rating agenciesRequired Financial Institutions in their sole discretion, and the Seller shall reimburse the agent on each Audit Reimbursement Demand in respect of all reasonable fees and out-of-pocket expenses of counsel for such Conduit incurred by the Agent, any Managing Agent, any Purchaser or any counsel for Person on its behalf in connection with any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsaudit.

Other Costs and Expenses. Seller Originator shall reimburse Agent, each Purchaser Agent and each Conduit pay to Buyer on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including including, without limitation, reasonable fees of the cost of any Conduit’s auditors auditing the books, records and procedures of Sellerrating agencies, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitto the Administrative Agent, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduitthe Managing Agents, any Purchaser Agent or Agent) the L/C Issuers and the Purchasers with respect thereto and with respect to advising any Conduitthe Administrative Agent, any each Managing Agent, each L/C Issuer and each Purchaser Agent and/or Agent as to their its respective rights and remedies hereunder and under this Agreementthe other Transaction Documents; provided, that in connection with the closing of the transactions contemplated hereby and the other Transaction Documents, Originator shall only be obligated to reimburse the costs and expenses of one primary law firm serving as external counsel to the Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers and such special local counsel as the Administrative Agent and the Managing Agents may deem necessary in connection therewith. Seller Originator shall reimburse Agent pay to the Administrative Agent, each Managing Agent, each L/C Issuer and each Purchaser Agent on demand for any and all costs and expenses of the Administrative Agent, the Purchaser Agents Managing Agents, the L/C Issuers and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization a Termination Event. Seller Anything herein to the contrary notwithstanding, in no event shall Originator be required to reimburse each Conduit the Buyer for the costs of collecting on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsReceivables purchased under this Agreement.

Other Costs and Expenses. Seller shall reimburse pay to the Administrative Agent, each Purchaser Agent the Managing Agents, the L/C Issuers and each Conduit the Purchasers on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunderhereunder (including any amendments, restatements, supplements or other modifications of the foregoing), including without limitation, the cost of any Conduit’s Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees of the rating agencies, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitto the Administrative Agent, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduitthe Managing Agents, any Purchaser Agent or Agent) the L/C Issuers and the Purchasers with respect thereto and with respect to advising any Conduitto the Administrative Agent, any Purchaser Agent and/or Agent each Managing Agent, each L/C Issuer and each Purchasers as to their respective rights and remedies under this AgreementAgreement and the other Transaction Documents; provided, that in connection with the closing of the transactions contemplated hereby and the other Transaction Documents, Seller shall only be obligated to reimburse the costs and expenses of one primary law firm serving as external counsel to the Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers and such special local counsel as the Administrative Agent and the Managing Agents may deem necessary in connection therewith. Seller shall reimburse Agent pay to the Administrative Agent, each Managing Agent, each L/C Issuer and each Purchaser Agent on demand for any and all costs and expenses of the Administrative Agent, the Purchaser Agents Managing Agents, the L/C Issuers and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Also by way of clarification, and not of limitation, of Section 6.1, the Seller shall reimburse pay to the Agent on demand all costs and expenses in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Agent’s rights in the Receivables, the Collections, the Purchase Agreement and any Lock-Box Account, (d) the enforcement by the Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes, Lock-Box Accounts and Collection Accounts, including fees, costs and expenses of legal counsel for the Agent and Windmill relating to any of the foregoing or to advising the Agent, Windmill and any Windmill Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses Windmill Funding Source in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of this Agreement, the transactions contemplated hereby Transaction Documents following a Termination Event. The Seller shall reimburse the Agent and the other documents to be delivered hereunder, including without limitation, Windmill for the cost of any Conduitthe Agent’s or Windmill’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees . The Agent and out-of-pocket expenses Windmill do not contemplate conducting such an audit more than once a year unless the Agent in good xxxxx xxxxx more frequent audits advisable as a result of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreementchanged circumstances. The Seller shall reimburse Agent and each Purchaser Agent on demand Windmill for any and all costs and expenses amounts Windmill must pay to any Windmill Funding Source pursuant to any Funding Agreement on account of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization EventTax. The Seller shall reimburse each Conduit Windmill on demand for all other costs and expenses incurred by such Conduit (“Other Costs”)Windmill or any shareholder of Windmill in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such ConduitWindmill’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such Conduit of the Agent, Windmill or any counsel shareholder, or administrator, of Windmill for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters advice relating to such ConduitWindmill’s operationsoperation to the extent related to the Transaction Documents or the transactions contemplated thereby.

Other Costs and Expenses. Each Seller shall reimburse the Agent, the LC Bank and each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Sellerany Seller Party on behalf of the Agent, the LC Bank or the Purchasers (subject to the limitations set forth in Section 7.1(d) with respect to annual audits), reasonable fees and out-of-pocket expenses of legal counsel for any Conduiteach Purchaser, any Purchaser Agent and/or the LC Bank and the Agent (which such counsel may be employees of any ConduitPurchaser, any Purchaser Agent the LC Bank or the Agent) with respect thereto and with respect to advising any ConduitPurchaser, any Purchaser Agent and/or the LC Bank or the Agent as to their respective rights and remedies under this Agreement. Each Seller shall reimburse Agent and each Purchaser the Agent on demand for any and all costs and expenses of the Agent, the Purchaser Agents LC Bank and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller shall reimburse each Conduit Company on demand for all other costs and expenses incurred by such Conduit Company (“Other Costs”), including, without limitation, the cost of auditing such ConduitCompany’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Company or any counsel for any shareholder of such Conduit Company with respect to advising such Conduit Company or such shareholder as to matters relating to such ConduitCompany’s operations. This Section 10.3 shall not apply with respect to Taxes, which shall be governed exclusively by Section 10.7.

Other Costs and Expenses. Seller shall reimburse pay to the Administrative Agent, each Purchaser Agent the Agents and each Conduit on demand for all costs and reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any each Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitthe Conduits, any Purchaser Agent and/or the Agents and the Administrative Agent (which such counsel may be employees of any Conduit, any Purchaser an Agent or the Administrative Agent) with respect thereto and with respect to advising any Conduitthe Conduits, any Purchaser Agent and/or the Agents and the Administrative Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Administrative Agent (in the case of costs and each Purchaser expenses incurred by the Administrative Agent) or the relevant Agent (in the case of costs and expenses incurred by the Purchasers in the related Conduit Group) on demand for any and all costs and expenses of the Administrative Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each any Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the its Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations. For the avoidance of any doubt, Other Costs shall include costs and expenses in connection with any audit performed by Protiviti Inc., including the audit they performed in February and March 2009.

Other Costs and Expenses. Seller The Borrower shall reimburse Agent, each Purchaser the Program Agent and each Conduit on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and all administration expenses relating to amendments or renewals subject to any limitations set forth regarding Audits or other reviews as described in Sections 5.01 and 5.03 herein of this Agreement and Section 7.02 of the Receivables Sale Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including including, without limitation, the cost of any Conduitsuch Person’s auditors auditing the books, records and procedures of Sellerthe Borrower, all rating agency fees, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent the Lenders (which such counsel may be employees of any Conduitof the Lenders, any Purchaser Agent the Administrative Agents or the Program Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent the Lenders as to their respective rights and remedies under this Agreement; provided that the Borrower shall not be obligated to reimburse the costs and expenses of more than one law firm serving as external counsel for the Program Agent and Lenders, collectively, in connection with any such preparation, negotiation, arrangement, execution, delivery, and administration of this Agreement and the other documents delivered hereunder. Seller The cost of auditors will be paid in accordance with Sections 5.01(d) and 5.03(d). The Borrower shall reimburse the Program Agent and each Purchaser Agent any Lender on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchaserssuch Person, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring restructuring, amendment or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller Event of Termination; provided that the Borrower shall not be obligated to reimburse each Conduit on demand for all other the costs and expenses incurred of more than one primary law firm (and, in addition to such primary law firm, one local counsel engaged in each relevant jurisdiction by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of primary law firm) serving as counsel for the Program Agent and one primary law firm (and, in addition to such Conduit primary law firm, one local counsel engaged in each relevant jurisdiction by such primary law firm) as counsel for the Lenders in connection with any such enforcement, amendment, workout or restructuring of this Agreement or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsother document delivered hereunder.

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser The Borrower agrees to pay to the Agent and each Conduit VFCC on demand for all reasonable costs and out-of-pocket expenses actually incurred in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any ConduitVFCC’s auditors auditing the books, records and procedures of Sellerthe Borrower, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or VFCC and the Agent (which such counsel may be employees of any Conduit, any Purchaser Agent VFCC or the Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or VFCC and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser The Borrower agrees to pay to the Agent on demand for any and all reasonable costs and expenses of Agent, the Purchaser Agents Agent and the PurchasersLenders, if any, including reasonable counsel fees and expenses expenses, actually incurred in connection with the amendment, waiver or enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall The Borrower agrees to reimburse each Conduit VFCC on demand for all other reasonable costs and expenses actually incurred by such Conduit VFCC (“Other Costs”), including, without limitation, the cost of auditing such ConduitVFCC’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit VFCC or any counsel for any shareholder of such Conduit VFCC with respect to advising such Conduit VFCC or such shareholder as to matters relating to such ConduitVFCC’s operations.

Other Costs and Expenses. Also by way of clarification, and not of limitation, of Section 6.1, the Seller shall reimburse pay to the Agent (with respect to amounts owned to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) on demand all costs and expenses in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Agent's rights in the Receivables, Related Security and Collections, (d) the enforcement by the Agent, any Purchaser Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including fees, costs and expenses of legal counsel for the Agent and each Purchaser Agent relating to any of the foregoing or to advising the Agent, any Purchaser Agent and any Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, each Purchaser Agent, each Purchaser and each Funding Source in connection with the enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of the Transaction Documents following a Termination Event. The Seller shall reimburse the Agent and each Conduit on demand Purchaser for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s the Agent's or such Conduit Purchaser's auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any Committed Purchaser pursuant to the related Transfer Agreement, this Agreement and the Funding Agreements related thereto on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all other costs and expenses incurred by such Conduit (“Other Costs”)Purchaser or any shareholder of such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s Conduit Purchaser's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such of the Agent, each Conduit Purchaser or any counsel for any shareholder shareholder, or administrator, of such Conduit with respect to advising such Conduit or such shareholder as to matters Purchaser for advice relating to such Conduit’s operationsConduit Purchaser's operation.

Other Costs and Expenses. Seller Borrower shall reimburse Agent, each Purchaser pay to the Agent and each Conduit Lender Group Agent on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of SellerBorrower, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser the Agent and/or and for each Lender Group Agent (which such counsel may be employees of any Conduit, any Purchaser Agent the related Conduit or such Lender Group Agent) with respect thereto and with respect to advising any Conduit, any Purchaser the Agent and/or and each Lender Group Agent as to their respective rights and remedies under this Agreement. Seller Borrower shall reimburse pay to the Agent and each Purchaser Lender Group Agent on demand for any and all costs and expenses of the Agent, the Purchaser Agents such Lender Group Agent and the PurchasersLenders, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller Borrower shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Each Seller Party shall reimburse the Agent, the LC Bank and each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Sellerany Seller Party on behalf of the Agent, the LC Bank or the Purchasers (subject to the limitations set forth in Section 7.1(d) with respect to annual audits), reasonable fees and out-of-pocket expenses of legal counsel for any Conduiteach Purchaser, any Purchaser Agent and/or the LC Bank and the Agent (which such counsel may be employees of any ConduitPurchaser, any Purchaser Agent the LC Bank or the Agent) with respect thereto and with respect to advising any ConduitPurchaser, any Purchaser Agent and/or the LC Bank or the Agent as to their respective rights and remedies under this Agreement. Each Seller Party shall reimburse Agent and each Purchaser the Agent on demand for any and all costs and expenses of the Agent, the Purchaser Agents LC Bank and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller Party shall reimburse each Conduit Company on demand for all other costs and expenses incurred by such Conduit Company (“Other Costs”), including, without limitation, the cost of auditing such ConduitCompany’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Company or any counsel for any shareholder of such Conduit Company with respect to advising such Conduit Company or such shareholder as to matters relating to such ConduitCompany’s operations. This Section 10.3 shall not apply with respect to Taxes, which shall be governed exclusively by Section 10.7.

Other Costs and Expenses. Seller Borrower shall reimburse the Program Agent, each Purchaser Managing Agent and each Conduit Lender on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including including, without limitation, the cost of any Conduitsuch Person’s auditors auditing the books, records and procedures of SellerBorrower (subject to the cost restrictions set forth in Section 5.01(d) and provided further that the Borrower shall not be required to reimburse the Managing Agents more than $25,000 collectively for the costs of the first audit performed after the Effective Date so long as no Event of Termination has occurred and is continuing), reasonable fees and out-of-pocket expenses of legal counsel for any Conduiteach Lender, any Purchaser each Managing Agent and/or and the Program Agent (which such counsel may be employees of any Conduitof the Lenders, any Purchaser Agent the Managing Agents or the Program Agent) with respect thereto and with respect to advising any Conduitthe Lenders, any Purchaser Agent and/or the Managing Agents and the Program Agent as to their respective rights and remedies under this AgreementAgreement (provided that the Borrower shall not be required to reimburse the Managing Agents more than $75,000 collectively for the fees and expenses of legal counsel for the preparation, negotiation, arrangement, execution and delivery of this Agreement and the other documents to be delivered hereunder on the Effective Date). Seller Borrower shall reimburse the Program Agent, any Managing Agent and each Purchaser Agent any Lender on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchaserssuch Person, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost Event of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsTermination.

Other Costs and Expenses. Seller Borrower shall reimburse the Administrative Agent, each Purchaser Issuing Lender, each Managing Agent and each Conduit Lender on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including including, without limitation, the cost of any Conduitsuch Person’s auditors auditing the books, records and procedures of SellerBorrower (subject to the cost restrictions set forth in Section 5.01(d)), reasonable fees and out-of-pocket expenses of legal counsel for any Conduiteach Lender, any Purchaser Agent and/or each Managing Agent, each Issuing Lender and the Administrative Agent (which such counsel may be employees of any Conduitof the Lenders, any Purchaser Agent the Managing Agents, the Issuing Lenders or the Administrative Agent) with respect thereto (provided, that in connection with the closing of the transactions contemplated hereby and the other Facility Documents, the Borrower shall only be obligated to reimburse the costs and expenses of one primary law firm serving as external counsel to the Administrative Agent and the Managing Agents and such special local counsel as the Administrative Agent and the Managing Agents may deem necessary in connection therewith) and with respect to advising any Conduitthe Lenders, any Purchaser Agent and/or the Managing Agents, the Issuing Lenders and the Administrative Agent as to their respective rights and remedies under this Agreement. Seller Borrower shall reimburse the Administrative Agent, any Issuing Lender, any Managing Agent and each Purchaser Agent any Lender on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchaserssuch Person, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost Event of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsTermination.

Other Costs and Expenses. Also by way of clarification, and not of limitation, of Section 6.1, the Seller shall reimburse pay to the Agent on demand all costs and expenses in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Agent's rights in the Receivables, the Collections, the Purchase Agreement and any Lock-Box Account, (d) the enforcement by the Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including fees, costs and expenses of legal counsel for the Agent and Windmill relating to any of the foregoing or to advising the Agent, Windmill and any Windmill Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses Windmill Funding Source in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of this Agreement, the transactions contemplated hereby Transaction Documents following a Termination Event. The Seller shall reimburse the Agent and the other documents to be delivered hereunder, including without limitation, Windmill for the cost of any Conduit’s the Agent's or Windmill's auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees . The Agent and out-of-pocket expenses Windmill do not contemplate conducting such an audit more than once a year unless the Agent in good xxxxx xxxxx more frequent audits advisable as a result of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreementchanged circumstances. The Seller shall reimburse Agent and each Purchaser Agent on demand Windmill for any and all costs and expenses amounts Windmill must pay to any Windmill Funding Source pursuant to any Funding Agreement on account of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization EventTax. The Seller shall reimburse each Conduit Windmill on demand for all other costs and expenses incurred by such Conduit (“Other Costs”)Windmill or any shareholder of Windmill in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s Windmill's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such Conduit of the Agent, Windmill or any counsel shareholder, or administrator, of Windmill for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters advice relating to such Conduit’s operationsWindmill's operation to the extent related to the Transaction Documents or the transactions contemplated thereby.

Other Costs and Expenses. The Seller shall reimburse Agent, each Purchaser pay to the Agent and each Conduit on demand for all reasonable costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the transactions contemplated hereby sale of the Sold Interest, (c) the perfection of the Agent’s rights in the Receivables and Collections, (d) the other documents to be delivered hereunderenforcement by the Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including without limitationfees, costs and expenses of legal counsel for the Agent relating to any of the foregoing or, to advising the Agent and any Purchaser about its rights and remedies under any Transaction Document and all costs and expenses (including counsel fees and expenses) of the Agent and each Purchaser in connection with the enforcement of the Transaction Documents and in connection with the administration of the Transaction Documents following a Termination Event. The Seller shall reimburse the Agent and Windmill for the cost of any Conduitthe Agent’s or Windmill’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees provided however that the Seller shall only be responsible for the cost of (i) one such audit per calendar year prior to the occurrence of a Termination Event, and out-of-pocket expenses (ii) the costs of legal counsel for any Conduitall such audits after the occurrence of a Termination Event. Except as limited above, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. the Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit Windmill on demand for all other costs and expenses incurred by such Conduit (“Other Costs”)Windmill to the extent attributable to implementing the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s books by certified public accountantsthe Rating Agencies confirming that the execution, the cost of rating the Commercial Paper of such Conduit by independent financial rating agenciesdelivery, and performance of the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsTransaction Documents will not adversely affect the Ratings.

Other Costs and Expenses. The Seller shall reimburse Agent, each Purchaser pay to the ------------------------ Agent and each Conduit FALCON on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable cost of any Conduit’s FALCON's auditors auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or FALCON and the Agent (which such counsel may be employees of any Conduit, any Purchaser Agent FALCON or the Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or FALCON and the Agent as to their respective rights and remedies under this Agreement. The Seller shall reimburse Agent and each Purchaser pay to the Agent on demand for any and all reasonable costs and expenses of Agent, the Purchaser Agents Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization a Termination Event. The Seller shall reimburse each Conduit FALCON on demand for all other reasonable costs and expenses incurred by such Conduit FALCON or any shareholder of FALCON (“"Other Costs”"), including, without limitation, the cost of auditing such Conduit’s FALCON's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-of- pocket expenses of counsel for such Conduit FALCON or any counsel for any shareholder of such Conduit FALCON with respect to advising such Conduit FALCON or such shareholder as to matters relating to FALCON's operations. Notwithstanding the foregoing, the Seller shall not be liable to the Agent or Falcon in respect of the costs and out-of- pocket expenses incurred in connection with any audit conducted under Section 5.1(d) of this Agreement conducted prior to the occurrence of any Termination Event to the extent that the aggregate amount of such Conduit’s operationscosts and expenses during any 12 month period shall exceed $25,000. After the occurrence and during the continuance of a Termination Event, the foregoing limitation on audit costs shall not apply. The Seller shall make each such reimbursement for costs and expenses, and shall make each other payment required under this Section 8.3, within five Business Days following demand by the Agent therefor.

Other Costs and Expenses. The Seller shall reimburse Agent, each pay to the Agent or the applicable Purchaser Agent and each Conduit on demand for all reasonable costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the transactions contemplated hereby sale of the Sold Interest, (c) the perfection of the Agent’s rights in the Receivables and Collections, (d) the other documents to be delivered hereunderenforcement by the Agent, any Purchaser Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including without limitationreasonable fees, the cost of any Conduit’s auditors auditing the books, records costs and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse the Agent and each Purchaser Agent on demand for relating to any of the foregoing or to advising the Agent, any Purchaser Agent and any Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, (including reasonable counsel fees and expenses expenses) of the Agent, each Purchaser and each Funding Source in connection with the enforcement of this the Transaction Documents or any Funding Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement the Transaction Documents following an Amortization a Termination Event. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any Funding Source pursuant to the related Liquidity Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all other reasonable costs and expenses incurred by such Conduit (“Other Costs”)Purchaser or any shareholder of such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the reasonable cost of auditing such Conduitthe Seller, any Originator or the Collection Agent’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for of the Agent, such Conduit Purchaser or any counsel for any shareholder shareholder, or administrator, of such Conduit with respect to advising such Conduit or such shareholder as to matters Purchaser for advice relating to such ConduitConduit Purchaser’s operationsoperation.

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses 737938467 18589498 of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this 40 737919142 18589498 Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. The Seller shall reimburse pay to the Agent on demand all fees, costs and expenses in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Agent’s rights in the Receivables and Collections, (d) the enforcement by the Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Collection Accounts, including fees, costs and expenses of legal counsel for the Agent and the Conduit relating to any of the foregoing or to advising the Agent, the Purchasers and any Conduit Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses Funding Source in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of this Agreement, the transactions contemplated hereby Transaction Documents following a Termination Event. The Seller shall reimburse the Agent and the other documents to be delivered hereunder, including without limitation, each Purchaser for the cost of any Conduitthe Agent’s or such Purchaser’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. The Seller shall reimburse Agent and each Purchaser Agent on demand the Conduit for any and all costs and expenses amounts the Conduit must pay to any Conduit Funding Source pursuant to any Funding Agreement on account of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization EventTax. The Seller shall reimburse each the Conduit on demand for all other costs and expenses incurred by such the Conduit (“Other Costs”)or any shareholder of the Conduit in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such of the Agent, the Conduit or any counsel shareholder, or administrator, of the Conduit for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters advice relating to such the Conduit’s operationsoperation.

Other Costs and Expenses. Each Seller shall reimburse the Agent, the LC Bank and each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Sellerany Seller Party on behalf of the LC Bank or the Purchasers (subject to the limitations set forth in Section 7.1(d) with respect to annual audits), reasonable fees and out-of-pocket expenses of legal counsel for any Conduiteach Purchaser, any Purchaser Agent and/or the LC Bank and the Agent (which such counsel may be employees of any ConduitPurchaser, any Purchaser Agent the LC Bank or the Agent) with respect thereto and with respect to advising any ConduitPurchaser, any Purchaser Agent and/or the LC Bank or the Agent as to their respective rights and remedies under this Agreement. Each Seller shall reimburse Agent and each Purchaser the Agent on demand for any and all costs and expenses of the Agent, the Purchaser Agents LC Bank and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller shall reimburse each Conduit Company on demand for all other costs and expenses incurred by such Conduit Company (“Other Costs”), including, without limitation, the cost of auditing such ConduitCompany’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Company or any counsel for any shareholder of such Conduit Company with respect to advising such Conduit Company or such shareholder as to matters relating to such ConduitCompany’s operations.

Other Costs and Expenses. Seller Subject to the last sentence of this Section, Borrower shall reimburse Agent, each Purchaser Agent pay to the Agents and each Conduit the Conduits on demand for all reasonable costs and documented out-of-pocket expenses actually incurred in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration delivery of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of each Review (subject to the limitations set forth in Section 7.1(d)). Subject to the last sentence of this Section, Borrower shall pay to the Agents on demand any Conduit’s auditors auditing the books, records and procedures of Seller, all reasonable fees costs and documented out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if anyLenders, including reasonable counsel fees and expenses actually incurred in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs Notwithstanding anything to the contrary in this Agreement, in the case of payment or reimbursement of fees and expenses incurred by such Conduit (“Other Costs”), including, without limitationof counsel of the Agents, the cost Conduits and the other Lenders and of auditing such Conduit’s books by certified public accountantsauditors for the Agents, the cost of rating Conduits and the Commercial Paper of such Conduit by independent financial rating agenciesother Lenders, and the Borrower’s obligations shall be limited to (i) the reasonable fees and documented out-of-pocket expenses of one counsel for the Administrative Agent, the Conduits and the other Lenders (all taken as one group) and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Conduits and the other Lenders (all taken as one group), and, in the case of actual or reasonably perceived conflicts of interest, where one or more of the Administrative Agent, the Conduits and the other Lenders affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such Conduit or any counsel affected Person and (ii) the reasonable fees and documented out-of-pocket expenses of one auditing firm for any shareholder of such Conduit with respect to advising such Conduit or such shareholder the Administrative Agent, the Conduits and the other Lenders (all taken as to matters relating to such Conduit’s operationsone group).

Other Costs and Expenses. The Seller shall reimburse pay to the Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) on demand all costs and expenses in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Receivables, the Related Security and the Collections, (c) the perfection of the Agent's rights in the Receivables and Collections, (d) the enforcement by the Agent, any Purchaser Agent or any Purchaser of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of any Blocked Accounts, including fees, costs and expenses of legal counsel for the Agent or any Purchaser Agent relating to any of the foregoing or to advising the Agent, any Purchaser Agent, any Purchaser or any Liquidity Provider about its rights and remedies under any Transaction Document or any related Liquidity Agreement and all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Agent, each Purchaser Agent Agent, each Purchaser and each Conduit on demand for all costs and out-of-pocket expenses Liquidity Provider in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement of the Transaction Documents or any Liquidity Agreement and in connection with the administration of this Agreementthe Transaction Documents following a Termination Event. The Seller shall reimburse the Agent and each Purchaser Agent, as the transactions contemplated hereby and the other documents to be delivered hereundercase may be, including without limitation, for the cost of any Conduit’s such Person's auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. The Seller shall reimburse each Conduit Purchaser for any amounts such Purchaser must pay to any Liquidity Provider pursuant to any Liquidity Agreement on account of any Tax. The Seller shall reimburse each Purchaser on demand for all other reasonable costs and expenses incurred by such Conduit (“Other Costs”)Purchaser or any shareholder of such Purchaser in connection with the preparation, includingexecution, without limitationdelivery and administration of the Transaction Documents or the transactions contemplated thereby, including the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsthe Agent.

Other Costs and Expenses. The Seller shall reimburse Agent, each Purchaser pay to the Agent and each Conduit PREFCO on ------------------------ demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement amendment, waiver and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s PREFCO's auditors auditing the books, records and procedures of the Seller, reasonable fees and out-of-of- pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or PREFCO and the Agent (which such counsel may be employees of any Conduit, any Purchaser Agent PREFCO or the Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or PREFCO and the Agent as to their respective rights and remedies under this Agreement. Seller shall ; provided, however, that (a) the Seller's obligation to reimburse the Agent and each Purchaser Agent on demand PREFCO for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel legal fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documentsamendment to increase the Purchase Limit in accordance with Section 1.1(c) shall not -------------- exceed $1,000 per amendment, or (b) the administration of this Agreement following an Amortization Event. Seller's obligation to reimburse the Agent for audit fees shall not exceed $7,500 for each biennial audit, (c) the Seller shall not be obligated to reimburse each Conduit on demand the Agent or any Purchaser for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable any legal fees and or out-of-pocket expenses incurred in connection with any extension of counsel for such Conduit the Facility Termination Date and Liquidity Termination Date pursuant to Section ------- 1.1(e), the making of any assignment or the sale of any participation pursuant ------ to Article 10 of this Agreement, or any counsel dispute arising amongst any of the Purchasers and/or between any Purchaser(s) and the Agent, and (d) the Seller shall not be obligated to reimburse the Agent or any Purchaser for any shareholder of such Conduit with respect to advising such Conduit fees or such shareholder as to matters relating to such Conduit’s operationsexpenses which are expressly excluded from the indemnifications set forth in Sections 8.2 and 8.

Other Costs and Expenses. Seller shall reimburse pay to the Agent, each Purchaser Agent the Managing Agents and each Conduit on the Purchasers within five (5) Business Days after demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s the Conduit Purchasers’ auditors auditing the books, records and procedures of SellerSeller (subject to the limitation set forth in Section 7.1(d)), reasonable fees of the ratings agencies, reasonable fees and out-of-pocket expenses of legal counsel for any Conduiteach Conduit Purchaser, any Purchaser each Managing Agent and/or and the Agent (which such counsel may be employees of any Conduitsuch Conduit Purchaser, any Purchaser such Managing Agent or the Agent) with respect thereto and with respect to advising any Conduiteach Conduit Purchaser, any Purchaser each Managing Agent and/or and the Agent as to their respective rights and remedies under this Agreement; provided that in connection with the preparation, execution and delivery of this Agreement, Seller shall be responsible for the reasonable fees and out-of-pocket expenses of only one legal counsel for the Agent, the Managing Agent and the Purchasers party hereto on the date hereof, provided further that Seller shall not be responsible for the legal fees and expenses of more than one outside counsel (in addition to any local counsel) for all Persons entitled to payment of such fees and expenses under this Section 10.4 unless, as reasonably determined by such Person or its counsel, representation of all such Persons by the same counsel would be inappropriate due to actual or potential differing interests among them. Seller shall reimburse pay to the Agent, each Managing Agent and each Purchaser Agent on within five (5) Business Days after demand for any and all costs and expenses of the Agent, the Purchaser Agents such Managing Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Seller shall reimburse pay to the Agent, each Purchaser Agent the Funding Agents and each Conduit on demand for all costs and reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any each Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitthe Conduits, any Purchaser Agent and/or the Funding Agents and the Agent (which such counsel may be employees of any Conduit, any Purchaser a Funding Agent or the Agent) with respect thereto and with respect to advising any Conduitthe Conduits, any Purchaser Agent and/or the Funding Agents and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Agent (in the case of costs and each Purchaser expenses incurred by the Agent) or the relevant Funding Agent (in the case of costs and expenses incurred by the Purchasers in the related Conduit Group) on demand for any and all costs and expenses of Agent, the Purchaser Agents Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each any Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the its Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Each Seller shall reimburse the Agent, the LC Bank and each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Sellerany Seller Party on behalf of the LC Bank or the Purchasers (subject to the limitations set forth in Section 8.1(d) with respect to annual audits), reasonable fees and out-of-pocket expenses of legal counsel for any Conduiteach Purchaser, any Purchaser Agent and/or the LC Bank and the Agent (which such counsel may be employees of any ConduitPurchaser, any Purchaser Agent the LC Bank or the Agent) with respect thereto and with respect to advising any ConduitPurchaser, any Purchaser Agent and/or the LC Bank or the Agent as to their respective rights and remedies under this Agreement. Each Seller shall reimburse Agent and each Purchaser the Agent on demand for any and all costs and expenses of the Agent, the Purchaser Agents LC Bank and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller shall reimburse each Conduit Company on demand for all other costs and expenses incurred by such Conduit Company (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s Company's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Company or any counsel for any shareholder of such Conduit Company with respect to advising such Conduit Company or such shareholder as to matters relating to such ConduitCompany’s operations.

Other Costs and Expenses. Seller shall reimburse pay to the Administrative Agent, each Purchaser Agent the Managing Agents, the L/C Issuers and each Conduit the Purchasers on demand for all reasonable costs and out-of-pocket of­pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunderhereunder (including any amendments, restatements, supplements or other modifications of the foregoing), including without limitation, the cost of any Conduit’s Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees of the rating agencies, reasonable fees and out-of-pocket out‑of‑pocket expenses of legal counsel for any Conduitto the Administrative Agent, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduitthe Managing Agents, any Purchaser Agent or Agent) the L/C Issuers and the Purchasers with respect thereto and with respect to advising any Conduitto the Administrative Agent, any Purchaser Agent and/or Agent each Managing Agent, each L/C Issuer and each Purchasers as to their respective rights and remedies under this AgreementAgreement and the other Transaction Documents; provided, that in connection with the closing of the transactions contemplated hereby and the other Transaction Documents, Seller shall only be obligated to reimburse the costs and expenses of one primary law firm serving as external counsel to the Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers and such special local counsel as the Administrative Agent and the Managing Agents may deem necessary in connection therewith. Seller shall reimburse Agent pay to the Administrative Agent, each Managing Agent, each L/C Issuer and each Purchaser Agent on demand for any and all costs and expenses of the Administrative Agent, the Purchaser Agents Managing Agents, the L/C Issuers and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. The Seller shall reimburse Agent, each Purchaser pay to the Agent and each Conduit on within 30 days of demand for all reasonable costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the sale of the Purchase Interest, (c) the perfection of the Agent's rights in the Receivables and Collections, (d) the enforcement by the Agent or the Purchaser of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes including reasonable fees, costs and expenses of legal counsel for the Agent and the Purchaser relating to any of the foregoing or to advising the Agent, the transactions contemplated hereby Purchaser and any Purchaser Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, the Purchaser and the other documents Purchaser Funding Source in connection with the enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of the Transaction Documents following the occurrence and during the continuation of a Termination Event. Subject to be delivered hereunderSection 5.1(e), including without limitation, Seller shall reimburse the Agent and the Purchaser for the cost of any Conduit’s the Agent's or the Purchaser's auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. The Seller shall reimburse Agent and each the Purchaser Agent for any amounts the Purchaser must pay to the Purchaser Funding Source pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse the Purchaser within 30 days of demand for any and all other reasonable costs and expenses (excluding the costs of Agent, auditing the Purchaser's books and the cost of the Ratings) incurred by the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, Transaction Documents or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationstransactions contemplated thereby.

Other Costs and Expenses. Seller shall reimburse pay to the Agent, each Purchaser Agent the Funding Agents and each Conduit on demand for all costs and reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any each Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitthe Conduits, any Purchaser Agent and/or the Funding Agents and the Agent (which such counsel may be employees of any Conduit, any Purchaser a Funding Agent or the Agent) with respect thereto and with respect to advising any Conduitthe Conduits, any Purchaser Agent and/or the Funding Agents and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Agent (in the case of costs and each Purchaser expenses incurred by the Agent) or the relevant Funding Agent (in the case of costs and expenses incurred by the Purchasers in the related Conduit Group) on demand for any and all costs and expenses of Agent, the Purchaser Agents Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each any Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the its Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations. For the avoidance of any doubt, Other Costs shall include costs and expenses in connection with any audit performed by Protiviti Inc., including the audit they performed in February and March 2009.

Other Costs and Expenses. Seller Borrower shall reimburse pay to the Administrative Agent, each Purchaser Agent Committed Bank and each Conduit the Lender on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduiteach such Person’s auditors auditing the books, records and procedures of SellerBorrower (but only to the extent Borrower is obligated to pay such audit expenses pursuant to the Fee Letter and Section 7.1(d)), reasonable fees and out-of-pocket expenses of legal counsel for any Conduitthe Lender, any Purchaser Agent and/or each Committed Bank and the Administrative Agent (which such counsel may be employees of any Conduitthe Lender, any Purchaser Agent such Committed Bank or the Administrative Agent) with respect thereto and with respect to advising any Conduitthe Lender, any Purchaser Agent and/or Committed Bank and the Administrative Agent as to their respective rights and remedies under this Agreement. Seller Borrower shall reimburse Agent and each Purchaser pay to the Administrative Agent on demand for any and all costs and expenses of the Administrative Agent, the Purchaser Agents any Committed Bank and the PurchasersLender, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller Subject to Section 10.4, Borrower shall reimburse each Conduit Blue Ridge on demand for all other costs and expenses incurred by such Conduit Blue Ridge (“Other Costs”), including, without limitation, the cost of auditing such ConduitBlue Ridge’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Blue Ridge or any counsel for any shareholder of such Conduit Blue Ridge with respect to advising such Conduit Blue Ridge or such shareholder as to matters relating to such ConduitBlue Ridge’s operations.

Other Costs and Expenses. Seller (a) The Borrower shall reimburse Agent, each Purchaser Agent and each Conduit on demand for pay (i) all costs and reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), and shall pay all reasonable fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent, in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documentsTransaction Documents, or any amendments, modifications or waivers of the administration of this Agreement following an Amortization Event. Seller provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”be consummated), including, without limitation, such reasonable fees and expenses incurred in connection with the creation, perfection or protection of the Liens under the Transaction Documents (including all title insurance fees and all search, filing and recording fees) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, any Liquidity Provider or any shareholder of any Conduit Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), and shall pay all reasonable fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Transaction Documents, including its rights under this Section or (B) in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans (including all such reasonable costs and expenses incurred in connection with any proceeding under Debtor Relief Laws involving the Borrower or any other Loan Party as a debtor thereunder) (all such reasonable costs or out-of-pocket expenses covered by this Section, the “Covered Expense”). The Borrower shall promptly reimburse Agent for all other reasonable costs and documented expenses incurred by it or any Lender, any Liquidity Provider or any shareholder of any Conduit Lender in connection with the preparation, execution, delivery and administration of the Transaction Documents or the transactions contemplated thereby, including the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and documented out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationseach Lender.

Other Costs and Expenses. Also by way of clarification, and not of limitation, of Section 6.1, the Seller shall reimburse pay to the Agent on demand all costs and expenses in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Agent's rights in the Receivables and Collections, (d) the enforcement by the Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including fees, costs and expenses of legal counsel for the Agent and Windmill relating to any of the foregoing or to advising the Agent, Windmill and any Windmill Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses Windmill Funding Source in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of this Agreement, the transactions contemplated hereby Transaction Documents following a Termination Event. The Seller shall reimburse the Agent and the other documents to be delivered hereunder, including without limitation, Windmill for the cost of any Conduit’s the Agent's or Windmill's auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. The Seller shall reimburse Agent and each Purchaser Agent on demand Windmill for any and all costs and expenses amounts Windmill must pay to any Windmill Funding Source pursuant to any Funding Agreement on account of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization EventTax. The Seller shall reimburse each Conduit Windmill on demand for all other costs and expenses incurred by such Conduit (“Other Costs”)Windmill or any shareholder of Windmill in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s Windmill's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such Conduit of the Agent, Windmill or any counsel shareholder, or administrator, of Windmill for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters advice relating to such Conduit’s operationsWindmill's operation.

Other Costs and Expenses. The Seller shall pay to the Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amount owed to it or any Purchaser in its Purchaser Group) on demand all reasonable costs and expenses (to the extent, in the case of a Conduit Purchaser, not already included in such Conduit Purchaser's CP Rate) in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Agent's rights on behalf of the Purchaser Agents and the Purchasers in the Receivables and Collections, (d) the enforcement by the Agent, any Purchaser Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Depositary Accounts, Lock-Boxes and Lock-Box Accounts, including fees, costs and expenses of legal counsel for the Agent and each Purchaser Agent relating to any of the foregoing or to advising the Agent, any Purchaser Agent and any Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, each Purchaser Agent, each Purchaser and each Funding Source in connection with the enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of the Transaction Documents following a Termination Event. The Seller shall reimburse the Agent, each Purchaser Agent and each Conduit on demand Purchaser for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s the Agent's or such Purchaser's auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any Funding Source pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all other costs and expenses incurred by such Purchaser or any shareholder of a Conduit (“Other Costs”)Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s a Conduit Purchaser's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such of the Agent, each Purchaser Agent, each other member of a Purchaser Group, each Conduit Purchaser or any counsel for any shareholder shareholder, or administrator, of such Conduit with respect to advising such Conduit or such shareholder as to matters Purchaser for advice relating to such Conduit’s operationsConduit Purchaser's operation.

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses 742893773 18589498 of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Seller Borrower shall reimburse the Administrative Agent, each Purchaser Managing Agent and each Conduit Lender on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including including, without limitation, the cost of any Conduitsuch Person’s auditors auditing the books, records and procedures of SellerBorrower (subject to the cost restrictions set forth in Section 5.01(d)), reasonable fees and out-of-pocket expenses of legal counsel for any Conduiteach Lender, any Purchaser each Managing Agent and/or and the Administrative Agent (which such counsel may be employees of any Conduitof the Lenders, any Purchaser Agent the Managing Agents or the Administrative Agent) with respect thereto (provided, that in connection with the closing of the transactions contemplated hereby and the other Facility Documents, the Borrower shall only be obligated to reimburse the costs and expenses of one primary law firm serving as external counsel to the Administrative Agent and the Managing Agents and such special local counsel as the Administrative Agent and the Managing Agents may deem necessary in connection therewith) and with respect to advising any Conduitthe Lenders, any Purchaser Agent and/or the Managing Agents and the Administrative Agent as to their respective rights and remedies under this Agreement. Seller Borrower shall reimburse the Administrative Agent, any Managing Agent and each Purchaser Agent any Lender on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchaserssuch Person, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost Event of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsTermination.

Other Costs and Expenses. Seller The Borrower shall reimburse Agent, each Purchaser pay to the Agent and each Conduit Windmill on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby Agreement and the other documents to be delivered hereunderTransaction Documents, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser the Agent and/or Agent and Windmill (which such counsel may be employees of any Conduit, any Purchaser the Agent or AgentWindmill) with respect thereto and with respect to advising the Agent, Windmill and any Conduit, any Purchaser Agent and/or Agent financial institution providing funding to Windmill as to their respective its rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for , any other Transaction Document or any related funding agreement and all costs and expenses of Agent, the Purchaser Agents and the Purchasersexpenses, if any, including reasonable counsel fees and expenses of the Agent, each Lender and each such financial institution in connection with the enforcement of this Agreement and Agreement, the other documents delivered hereunder Transaction Documents and any such funding agreement and in connection with any restructuring or workout of this Agreement or such documents, other Transaction Documents or the administration of this Agreement and the other Transaction Documents following an Amortization a Termination Event; provided, however, that the Borrower shall have no obligation to pay any such amounts to the extent such amounts are expressly stated in the Fee Letter not to be payable by the Borrower. Seller The Borrower shall reimburse each Conduit the Agent for the cost of the Agent's auditors (which such auditors may be employees of the Agent) auditing the books, records and procedures of the Borrower. The Borrower shall reimburse Windmill for any amounts Windmill must pay to any Windmill Funding Source pursuant to any Funding Agreement on account of any Tax described in Section 9.2 and applicable to such Windmill Funding Source. The Borrower shall reimburse Windmill on demand for any and all issuing and paying agents' agent fees and rating agency fees and commissions of placement agents and commercial paper dealers in respect of commercial paper notes issued by Windmill to fund any CP Tranche hereunder. The Borrower shall reimburse Windmill on demand for all other reasonable costs and expenses incurred by such Conduit Windmill or any shareholder of Windmill (“"Other Costs”), including, without limitation, ") including the cost of auditing such Conduit’s Windmill's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agenciesRatings, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Windmill or any counsel for any shareholder of such Conduit Windmill with respect to advising such Conduit Windmill or such shareholder as to matters relating to Windmill's operation; provided, however, that if Windmill enters into agreement with Other Borrowers, Windmill shall allocate the liability for such Conduit’s operationsOther Costs to the Borrower and to each Other Borrower; and provided, further, that if such Other Costs are attributable to the Borrower and not attributable to any Other Borrower, the Borrower shall be solely liable for such Other Costs, or if such Other Costs are attributable to Other Borrowers and not attributable to the Borrower, such Other Borrowers shall be solely liable for such Other Costs.

Other Costs and Expenses. Seller The Transferor shall reimburse Agent, each Purchaser Agent and each Conduit pay on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, any operating agreement, any funding agreement by and between the transactions contemplated hereby Company, the Administrative Agent and any financial institution and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses charges of legal counsel for any Conduitthe Company, any Purchaser the Administrative Agent and/or Agent and the financial institution party to such funding agreement (which such counsel may be employees of any Conduitthe Company, any Purchaser the Administrative Agent or Agentsuch financial institution) with respect thereto and with respect to advising the Company, the Administrative Agent, and any Conduit, any Purchaser Agent and/or Agent such financial institution as to their respective its rights and remedies under this Agreement. Seller shall reimburse Agent , any operating agreement and each Purchaser Agent on demand for any funding agreement, respectively, and all costs and expenses of Agent, the Purchaser Agents and the Purchasersexpenses, if any, including reasonable counsel counsel's fees and expenses in connection with the enforcement or amendment of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Eventhereunder. Seller The Transferor shall reimburse each Conduit the Company and the Administrative Agent immediately on demand for any amounts the Company and/or the Administrative Agent must pay to any financial institution pursuant to any funding agreement on account of any tax described in Section 8.2 and applicable to such financial institution. The Transferor shall reimburse the Company and/or the Administrative Agent for any and all commissions of placement agents and commercial paper dealers in respect of Commercial Paper issued to fund any CP Tranche hereunder. The Transferor shall reimburse the Company and the Administrative Agent on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, Company and/or the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Administrative Agent or any counsel for any shareholder of the Company and/or the Administrative Agent, including reasonable counsel's fees and expenses incurred in connection with the enforcement of, or amendment to, this Agreement and any documents related hereto, to the extent such Conduit fees, costs and expenses are incurred in respect of such enforcement or amendment by or in respect of the Transferor ("Other Costs") (provided that with respect to advising legal fees of the Company and the Administrative Agent incurred in connection with the negotiation and implementation of this Agreement, the Transferor shall be obligated to pay such Conduit fees, together with any reasonable charges of such counsel); provided, however, that if the Company or the Administrative Agent enters into agreements for the transfer of interests in receivables from Other Transferors, the Company or the Administrative Agent shall allocate the liability for such shareholder as Other Costs to matters relating the Transferor and each Other Transferor; and provided, further, that if such Other Costs are attributable to the Transferor and not attributable to any Other Transferor, the Transferor shall be solely liable for such Conduit’s operationsOther Costs or if such Other Costs are attributable to Other Transferors and not attributable to the Transferor, such Other Transferors shall be solely liable for such other Costs.

Other Costs and Expenses. Seller The Borrower shall reimburse Agent, each Purchaser the Program Agent and each Conduit any Administrative Agents on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and all administration expenses relating to amendments or renewals subject to any limitations set forth regarding Audits or other reviews as described in Sections 5.01 and 5.03 herein of this Agreement and Section 7.02 of the Receivables Sale Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including including, without limitation, the cost of any Conduitsuch Person’s auditors auditing the books, records and procedures of Sellerthe Borrower, all rating agency fees, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent the Lenders (which such counsel may be employees of any Conduitof the Lenders, any Purchaser Agent the Administrative Agents or the Program Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent the Lenders as to their respective rights and remedies under this Agreement; provided that the Borrower shall not be obligated to reimburse the costs and expenses of more than one law firm serving as external counsel for the Program Agent and Lenders, collectively, in connection with any such preparation, negotiation, arrangement, execution, delivery, and administration of this Agreement and the other documents delivered hereunder. Seller The cost of auditors will be paid in accordance with Sections 5.01(d) and 5.03(d). The Borrower shall reimburse the Program Agent and each Purchaser Agent any Lender on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchaserssuch Person, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring restructuring, amendment or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller Event of Termination; provided that the Borrower shall not be obligated to reimburse each Conduit on demand for all other the costs and expenses incurred of more than one primary law firm (and, in addition to such primary law firm, one local counsel engaged in each relevant jurisdiction by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of primary law firm) serving as counsel for the Program Agent and one primary law firm (and, in addition to such Conduit primary law firm, one local counsel engaged in each relevant jurisdiction by such primary law firm) as counsel for the Lenders in connection with any such enforcement, amendment, workout or restructuring of this Agreement or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsother document delivered hereunder.

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.. 740395379 19636993

Other Costs and Expenses. Seller The Transferor shall reimburse Agent, each Purchaser Agent and each Conduit pay on ------------------------ demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, any operating agreement, any funding agreement by and between the transactions contemplated hereby Company and any financial institution and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitthe Company, any Purchaser Agent and/or Agent operating agent and the financial institution party to such funding agreement (which such counsel may be employees of any Conduitthe Company, any Purchaser Agent such operating agent or Agentsuch financial institution) with respect thereto and with respect to advising any Conduitthe Company, any Purchaser Agent and/or Agent such operating agent and such financial institution as to their respective its rights and remedies under this Agreement. Seller shall reimburse Agent , any operating agreement and each Purchaser Agent on demand for any funding agreement, respectively, and all costs and expenses of Agent, the Purchaser Agents and the Purchasersexpenses, if any, including reasonable counsel fees and expenses in connection with the enforcement or amendment of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Eventhereunder. Seller The Transferor shall reimburse each Conduit the Company for any amounts the Company must pay to any financial institution pursuant to any funding agreement on account of any tax described in Section 8.2 and applicable to such financial institution. The Transferor shall reimburse the Company for any and all commissions of placement agents and commercial paper dealers in respect of Commercial Paper issued to fund any CP Tranche hereunder. The Transferor shall reimburse the Company on demand for all other costs and expenses incurred by the Company, any operating agent or any shareholder of the Company, including reasonable counsel fees and expenses incurred in connection with the enforcement of, or amendment to, this Agreement and any documents related hereto, to the extent such Conduit fees, costs and expenses are incurred in respect of such enforcement or amendment by or in respect of the Transferor (“"Other Costs”), including, without limitation") (provided that with respect to legal fees of the Company and the ----- ----- -------- new York Operating Agent incurred in connection with the negotiation and implementation of this Agreement, the cost of auditing Transferor shall be obligated to pay such Conduit’s books by certified public accountantsfees, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and together with any out-of-pocket expenses and disbursements incurred by such counsel); provided, however, that if the Company enters into agreements for -------- ------- the transfer of counsel interests in receivables from Other Transferors, the Company shall allocate the liability for such Conduit Other Costs to the Transferor and each Other Transferor; and provided, further, that if such Other Costs are -------- ------- attributable to the Transferor and not attributable to any Other Transferor, the Transferor shall be solely liable for such Other Costs or any counsel if such Other Costs are attributable to Other Transferors and not attributable to the Transferor, such Other Transferors shall be solely liable for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsOther Costs.

Other Costs and Expenses. Seller The Borrower shall reimburse Agent, each Purchaser the Program Agent and each Conduit Syndication Agent on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including including, without limitation, the cost of any Conduitsuch Person’s auditors auditing the books, records and procedures of Sellerthe Borrower, all rating agency fees, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent the Lenders (which such counsel may be employees of any Conduitof the Lenders, any Purchaser Agent the Administrative Agents or the Program Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent the Lenders as to their respective rights and remedies under this Agreement; provided that the Borrower shall not be obligated to reimburse the costs and expenses of more than one law firm serving as external counsel for the Program Agent and the Syndication Agents in connection with any such preparation, negotiation, arrangement, execution, delivery, and administration of this Agreement and the other documents delivered hereunder. Seller The cost of auditors will be paid in accordance with Sections 5.01(d) and 5.03(d). The Borrower shall reimburse the Program Agent, any Syndication Agent and each Purchaser Agent any Lender on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchaserssuch Person, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring restructuring, amendment or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller Event of Termination; provided that the Borrower shall not be obligated to reimburse each Conduit on demand for all other the costs and expenses incurred of more than one primary law firm (and, in addition to such primary law firm, one local counsel engaged in each relevant jurisdiction by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of primary law firm) serving as counsel for the Program Agent and Syndication Agents and one primary law firm (and, in addition to such Conduit primary law firm, one local counsel engaged in each relevant jurisdiction by such primary law firm) as counsel for the Lenders in connection with any such enforcement, amendment, workout or restructuring of this Agreement or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsother document delivered hereunder.

Other Costs and Expenses. Each Seller shall reimburse Agent, each Purchaser the Agent and each Conduit Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s Purchaser's auditors auditing the books, records and procedures of Sellerany Seller Party, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any each Purchaser Agent and/or and the Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or the Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or or the Agent as to their respective rights and remedies under this Agreement. Each Seller shall reimburse Agent and each Purchaser the Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller shall reimburse each Conduit Company on demand for all other costs and expenses incurred by such Conduit Company (“"Other Costs”"), including, without limitation, the cost of auditing such Conduit’s Company's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Company THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT or any counsel for any shareholder of such Conduit Company with respect to advising such Conduit Company or such shareholder as to matters relating to such Conduit’s Company's operations.

Other Costs and Expenses. (a) Seller shall reimburse Agent, each Purchaser pay to the Agent and each Conduit PREFCO on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreementthe Transaction Documents, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost (subject to Section 10.3(b) below) of any Conduit’s PREFCO's --------------- auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or PREFCO and the Agent (which such counsel may be employees of any Conduit, any Purchaser Agent PREFCO or the Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or PREFCO and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser pay to the Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit PREFCO on demand for all other costs and expenses incurred by such Conduit PREFCO (“"Other Costs”"), including, without limitation, the cost of auditing such Conduit’s PREFCO's ----------- books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-of- pocket expenses of counsel for such Conduit PREFCO or any counsel for any shareholder of such Conduit PREFCO with respect to advising such Conduit PREFCO or such shareholder as to matters relating to such Conduit’s PREFCO's operations. (b) The cost and expense of an outside auditor at any time engaged by the Agent or PREFCO to conduct an audit of the books, records and procedures of Seller and the Torchmark Entities, whether pursuant to Section 7.1(d) hereof -------------- or otherwise, shall borne by Seller, and Seller shall promptly reimburse the Agent therefor upon demand of the Agent.

Other Costs and Expenses. Seller shall reimburse the Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or the Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or the Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse the Agent and each Purchaser Agent on demand for any and all costs and expenses of the Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Subject to the proviso in Section 7.1(d), the Seller shall reimburse pay to the Administrative Agent, each Purchaser Agent Managing Agent, and each Conduit Purchaser on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduitsuch Person’s auditors auditing the books, records and procedures of the Seller, rating agency fees, reasonable fees and out-of-pocket expenses of outside legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) Person with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent such Person as to their respective rights and remedies under this Agreement. Seller shall reimburse ; provided, however, that other than following the occurrence and during the continuation of an Amortization Event, with respect to any travel related costs, the Administrative Agent and each Managing Agent and Purchaser hereby agree to only incur such costs in compliance with the Seller’s travel policy, as in effect and provided in writing to the Administrative Agent, each Managing Agent and Purchaser from time to time, and the Seller shall not be liable for any such costs not incurred in compliance with such travel policy. The Seller shall pay to the Administrative Agent and Managing Agents (for the account of the Administrative Agent or such Managing Agents and their related Purchasers, as applicable) on demand for any and all reasonable costs and expenses of the Administrative Agent, the Purchaser Managing Agents and the Purchasers, if any, including reasonable outside counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller . Each Purchaser hereby (i) designates and appoints BTMUMUFG to act as its administrative agent hereunder and under each other Transaction Document, (ii) designates and appoints its related Managing Agent as its managing agent, and (iii) authorizes the Administrative Agent and such Managing Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent or the Managing Agent, as applicable, by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. Neither the Administrative Agent nor any Managing Agent shall reimburse each Conduit have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on demand the part of the Administrative Agent or any Managing Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for all the Administrative Agent or any Managing Agent. In performing its functions and duties hereunder and under the other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitationTransaction Documents, the cost Administrative Agent and each Managing Agent shall act solely as agent for the Purchasers designating such agent and does not assume nor shall be deemed to have assumed any obligation or relationship of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper trust or agency with or for any Seller Party or any of such Conduit by independent financial rating agenciesSeller Party’s successors or assigns. Neither the Administrative Agent nor any Managing Agent shall be required to take any action that exposes such Person to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Administrative Agent and the reasonable fees and out-of-pocket expenses Managing Agents hereunder shall terminate upon the indefeasible payment in full of counsel for such Conduit or any counsel for any shareholder all Aggregate Unpaids. Each Purchaser hereby authorizes the Administrative Agent to execute each of the Collection Account Agreements on behalf of such Conduit with respect Purchaser (the terms of which shall be binding on such Purchaser). Each Purchaser hereby authorizes its related Managing Agent to advising execute the Fee Letter on behalf of such Conduit or Purchaser (the terms of which shall be binding on such shareholder as to matters relating to such Conduit’s operationsPurchaser).

Other Costs and Expenses. The Seller shall reimburse pay to the Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) on demand all reasonable costs and expenses in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Agent's rights in the Sold Receivables and Collections, (d) the enforcement by the Agent, any Purchaser Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Sold Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including fees, costs and expenses of legal counsel for the Agent and each Purchaser Agent relating to any of the foregoing or to advising the Agent, any Purchaser Agent, and any Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all reasonable costs and expenses (including counsel fees and expenses) of the Agent, each Purchaser Agent, each Purchaser and each Funding Source in connection with the enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of the Transaction Documents following a Termination Event. The Seller shall reimburse the Agent and each Conduit on demand Purchaser for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s the Agent's or such Conduit Purchaser auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any Funding Source pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse such Conduit Purchaser on demand for all other costs and expenses incurred by such Conduit (“Other Costs”)Purchaser or any shareholder of such Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including a PRO RATA share of the cost of auditing such Conduit’s Conduit Purchaser's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and reasonable out-of-pocket expenses of counsel for such of the Agent, each Conduit Purchaser or any counsel shareholder, or administrator, of each Conduit Purchaser for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters advice relating to such Conduit’s operationsConduit Purchaser operation.

Other Costs and Expenses. Seller The Borrower shall reimburse Agent, each Purchaser pay to the Agent and each Conduit on demand for all reasonable costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the transactions contemplated hereby perfection of the Agent's rights in the Receivables and Collections, (c) the enforcement by the Agent, any Lender Agent or the Lenders of the obligations of the Borrower under the Transaction Documents or of any Obligor under a Receivable and (d) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including reasonable fees, costs and expenses of legal counsel for the Agent and the Lender Agents relating to any of the foregoing or to advising the Agent, any Lender Agent, any Lender or any Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Agent, each Lender Agent, each Lender and each Funding Source in connection with the enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of the Transaction Documents following a Termination Event; provided that the Borrower shall not be responsible for the fees and expenses of any legal counsel other than legal counsel for the Agent (in their capacity as counsel to the Agent and the other documents to be delivered hereunder, including without limitation, Lender Agents). The Borrower shall reimburse the Agent and each Lender Agent for the cost of any Conduit’s the Agent's or such Lender Agent's auditors (which may be employees of such Person) auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreementthe Borrower. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller The Borrower shall reimburse each Conduit Lender on demand for all other reasonable costs and expenses incurred by such Conduit (“Other Costs”)Lender in connection with the preparation, includingexecution, without limitationdelivery and administration of the Transaction Documents or the transactions contemplated thereby, including the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsthe Agent and each Lender Agent.

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-out- of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Seller shall reimburse pay to the Administrative Agent, each Purchaser Agent the Managing Agents, the L/C Issuers and each Conduit the Purchasers on demand for all reasonable costs and out-of-pocket of­pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunderhereunder (including any amendments, restatements, supplements or other modifications of the foregoing), including without limitation, the cost of any Conduit’s Purchasers’ auditors auditing the books, records and procedures of Seller, reasonable fees of the rating agencies, reasonable fees and out-of-pocket out‑of‑pocket expenses of legal counsel for any Conduitto the Administrative Agent, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduitthe Managing Agents, any Purchaser Agent or Agent) the L/C Issuers and the Purchasers with respect thereto and with respect to advising any Conduitto the Administrative Agent, any Purchaser Agent and/or Agent each Managing Agent, each L/C Issuer and each Purchasers as to their respective rights and remedies under this AgreementAgreement and the other Transaction Documents; provided, that in connection with the closing of the transactions contemplated hereby and the other Transaction Documents, Seller shall only be obligated to reimburse the costs and expenses of one primary law firm serving as external counsel to the Administrative Agent, the Managing Agents, the L/C Issuers and the Purchasers and such special local counsel as the Administrative Agent and the Managing Agents may deem necessary in connection therewith. Seller shall reimburse Agent pay to the Administrative Agent, each Managing Agent, each L/C Issuer and each Purchaser Agent on demand for any and all costs and expenses of the Administrative Agent, the Purchaser Agents Managing Agents, the L/C Issuers and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement Agreement, the other Transaction Documents and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.ARTICLE XI

Other Costs and Expenses. The Seller shall reimburse Agentpay to the Co-Collateral Agents or any Purchaser (with respect to amounts owed to each of them, each Purchaser Agent and each Conduit respectively) on demand for all reasonable costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Administrative Agent’s rights in the Receivables, Related Security and Collections, (d) the enforcement by any of the Co-Collateral Agents, the transactions contemplated hereby Administrative Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the other documents to be delivered hereundermaintenance by the Administrative Agent of the Lock-Boxes and Lock-Box Accounts, including without limitationfees, the cost of any Conduit’s auditors auditing the books, records costs and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for the Co-Collateral Agents or the Administrative Agent relating to any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent the foregoing or Agent) with respect thereto and with respect to advising the Co-Collateral Agents, the Administrative Agent and any Conduit, any Purchaser Agent and/or Agent as to their respective Funding Source about its rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Co-Collateral Agents, the Administrative Agent, each Purchaser and each Funding Source in connection with the Purchaser Agents enforcement of the Transaction Documents or any Funding Agreement and in connection with the Purchasers, if anyadministration of the Transaction Documents following a Termination Event, including reasonable counsel fees but not limited to costs and expenses in connection with the enforcement of any of the Co-Collateral Agents’, the Administrative Agent’s or the Purchasers’ rights and remedies against an Obligor under a Receivable, any audits or other accounting procedures (subject to the limitations set forth in Section 5.1(e)) and any workout or restructuring. The Seller shall reimburse each Purchaser for any amounts such Purchaser must pay to any Funding Source pursuant to the related Transfer Agreement, this Agreement and the other documents delivered hereunder and in connection with Funding Agreements related thereto on account of any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization EventTax. The Seller shall reimburse each Conduit the Purchaser on demand for all other costs and expenses incurred by such Conduit (“Other Costs”)the Purchaser or any shareholder of the Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit of the Co-Collateral Agents, the Administrative Agent, the Purchaser or any counsel shareholder, or administrator, of the Purchaser for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters advice relating to such Conduitthe Purchaser’s operationsoperation.

Other Costs and Expenses. The Seller shall reimburse pay to the Agent, each Purchaser Agent the Managing Agents and each Conduit the Conduits on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable cost of any Conduit’s 's auditors auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitthe Agent, any Purchaser Agent and/or Agent the Managing Agents and the Conduits (which such counsel may be employees of any Conduitthe Agent, any Purchaser Agent the Managing Agents or Agentthe Conduits) with respect thereto and with respect to advising any Conduitthe Agent, any Purchaser Agent and/or Agent the Managing Agents and the Conduits as to their respective rights and remedies under this Agreement. The Seller shall reimburse pay to the Agent and or each Purchaser Managing Agent on demand for any and all reasonable costs and expenses of the Agent, the Purchaser Agents such Managing Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization a Termination Event. The Seller shall reimburse each any Conduit on demand for all other reasonable costs and expenses incurred by such Conduit or any shareholder of such Conduit (“"Other Costs”"), including, without limitation, the cost of auditing such Conduit’s 's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s 's operations. Notwithstanding the foregoing, the Seller shall not be liable to the Agent, any Managing Agent or any Conduit in respect of the costs and out-of-pocket expenses incurred in connection with any audit conducted under Section 5.1(d) of this Agreement conducted prior to the occurrence of any Termination Event to the extent that the aggregate amount of such costs and expenses during any 12 month period shall exceed $35,000. Each Managing Agent and each Conduit hereby agrees that the Agent may, in its sole discretion, limit the amount of costs and expenses of any single audit conducted under Section 5.1(d) that may be reimbursed under this Section 8.3 to an amount less than $35,000. After the occurrence and during the continuance of a Termination Event, the foregoing limitation on audit costs shall not apply. The Seller shall make each such reimbursement for costs and expenses, and shall make each other payment required under this Section 8.3, within five Business Days following demand by the Agent therefor.

Other Costs and Expenses. The Seller shall reimburse Agent, each Purchaser pay or cause to be paid to the Agent and each Conduit on demand for all reasonable fees, costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the transactions contemplated hereby sale of the Sold Interest, (c) the perfection of the Agent’s rights in the Receivables and Collections, (d) the other documents to be delivered hereunderenforcement by the Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including without limitationreasonable fees, the cost of any Conduit’s auditors auditing the books, records costs and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for the Agent and the Conduit relating to any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent the foregoing or Agent) with respect thereto and with respect to advising the Agent, the Purchasers and any Conduit, any Purchaser Agent and/or Agent as to their respective Conduit Funding Source about its rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any Transaction Document or any related Funding Agreement and all reasonable costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, (including reasonable counsel fees and expenses expenses) of the Agent, each Purchaser and each Conduit Funding Source in connection with the enforcement of this the Transaction Documents or any Funding Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement the Transaction Documents following an Amortization a Termination Event. The Seller shall reimburse the Agent and each Purchaser for the costs of auditors acting on behalf of the Agent and the Purchasers as provided in Section 5.1(d) hereof. The Seller shall reimburse the Conduit for any amounts the Conduit must pay to any Conduit Funding Source pursuant to any Funding Agreement on account of any Tax (other than on or measured by net income, and provided that the Conduit Funding Source if not organized under the laws of the USA has satisfied the requirements of Section 6.4(b) as if it was a Purchaser and the Conduit was the Seller and Agent referred to in Section 6.4(b)). The Seller shall reimburse the Conduit on demand for all other costs and expenses incurred by such the Conduit (“Other Costs”)or any shareholder of the Conduit in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such of the Agent, the Conduit or any counsel shareholder, or administrator, of the Conduit for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters advice relating to such the Conduit’s operationsoperation.

Other Costs and Expenses. Also by way of clarification, and not of limitation, of Section 6.1, the Seller shall reimburse Agent, each pay to the Agent (with respect to amounts owed to it) or the applicable Purchaser Agent and each Conduit (with respect to amounts owed to it or any Purchaser in its Purchaser Group) on demand for all costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the transactions contemplated hereby sale of the Sold Interest, (c) the perfection of the Agent's rights on behalf of the Purchaser Agents and the other documents to be delivered hereunderPurchasers in the Receivables and Collections, (d) the enforcement by the Agent, any Purchaser Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including without limitationfees, the cost of any Conduit’s auditors auditing the books, records costs and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse the Agent and each Purchaser Agent on demand for relating to any of the foregoing or to advising the Agent, any Purchaser Agent and any Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, (including reasonable counsel fees and expenses expenses) of the Agent, each Purchaser Agent, each Purchaser and each Funding Source in connection with the enforcement of this the Transaction Documents or any Funding Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement the Transaction Documents following an Amortization a Termination Event. The Seller shall reimburse each Conduit Purchaser for any amounts each Conduit Purchaser must pay to any Funding Source pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all other costs and expenses incurred by such each Conduit (“Other Costs”)Purchaser or any shareholder of each Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including an allocated portion of the cost of auditing such Conduit’s each Conduit Purchaser's books by certified public accountants, the cost of rating the Commercial Paper Ratings and an allocated portion of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such of the Agent, each Conduit Purchaser or any counsel shareholder, or administrator, of each Conduit Purchaser for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters advice relating to such Conduit’s operationseach Conduit Purchaser's operation.

Other Costs and Expenses. Seller Also by way of clarification, and not of limitation, of Section 6.1, the Borrower shall reimburse Agent, each Purchaser pay to the Administrative Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the transactions contemplated hereby sale of the Secured Interest, (c) the perfection of the Administrative Agent's rights in the Receivables and Collections, (d) the other documents to be delivered hereunderenforcement by the Administrative Agent, any Lender Agent or the Lenders of the obligations of the Borrower under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Administrative Agent of the Lock-Boxes and Lock-Box Accounts, including without limitationfees, costs and expenses of legal counsel for the Administrative Agent and each Lender Agent relating to any of the foregoing or to advising the Administrative Agent, any Lender Agent, any Lender and any Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Administrative Agent, each Lender Agent, each Lender and each Funding Source in connection with the enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of the Transaction Documents following a Termination Event. The Borrower shall reimburse the Administrative Agent and each Lender Agent for the cost of any Conduit’s the Administrative Agent's or each Lender Agent's auditors (which may be employees of such Person) auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreementthe Borrower. Seller The Borrower shall reimburse each Lender Agent and each Purchaser Agent on demand Lender for any and all costs and expenses amounts such Lender Agent or Lender must pay to any Funding Source pursuant to any Funding Agreement on account of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization EventTax. Seller The Borrower shall reimburse each Conduit Lender Agent on demand for all other costs and expenses incurred by such Conduit (“Other Costs”)Lender Agent or any shareholder of such Lender Agent in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s Lender Agent's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such Conduit of the Administrative Agent, each Lender Agent or any counsel shareholder, or administrator, of each Lender Agent for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters advice relating to such Conduit’s operationsLender Agent's operation.

Other Costs and Expenses. (a) Seller shall reimburse Agent, each Purchaser pay to the ------------------------ Agent and each Conduit PREFCO on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreementthe Transaction Documents, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost (subject to Section ------- 10.3(b) below) of any Conduit’s PREFCO's auditors auditing the books, records and procedures ------- of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or PREFCO and the Agent (which such counsel may be employees of any Conduit, any Purchaser Agent PREFCO or the Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or PREFCO and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser pay to the Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit PREFCO on demand for all other costs and expenses incurred by such Conduit PREFCO (“"Other Costs”"), including, without limitation, ----------- the cost of auditing such Conduit’s PREFCO's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit PREFCO or any counsel for any shareholder of such Conduit PREFCO with respect to advising such Conduit PREFCO or such shareholder as to matters relating to such Conduit’s PREFCO's operations. (b) The cost and expense of an outside auditor at any time engaged by the Agent or PREFCO to conduct an audit of the books, records and procedures of Seller and the Torchmark Entities, whether pursuant to Section 7.1(d) hereof or -------------- otherwise, shall be borne by Seller, and Seller shall promptly reimburse the Agent therefor upon demand of the Agent.

Other Costs and Expenses. The Seller shall reimburse Agent, each Purchaser pay to the Agent and each Conduit on within 30 days of demand for all reasonable costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, deliverydelivery (including amendments of any provision) of the Transaction Documents, (b) the sale of the Purchase Interest, (c) the perfection of the Agent’s rights in the Receivables and Collections, (d) the enforcement by the Agent or the Purchaser of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes including reasonable fees, costs and expenses of legal counsel for the Agent and the Purchaser relating to any of the foregoing or to advising the Agent, the Purchaser and any Purchaser Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, the Purchaser and the Purchaser Funding Source in connection with the enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of this Agreementthe Transaction Documents following the occurrence and during the continuation of a Termination Event. Subject to Section 5.1(e), the transactions contemplated hereby Seller shall reimburse the Agent and the other documents to be delivered hereunder, including without limitation, Purchaser for the cost of any Conduitthe Agent’s or the Purchaser’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. The Seller shall reimburse Agent and each the Purchaser Agent for any amounts the Purchaser must pay to the Purchaser Funding Source pursuant to any Funding Agreement on account of any Tax (other than taxes upon or measured by net income, pursuant to FATCA or otherwise contemplated by the Intended Tax Characterization). The Seller shall reimburse the Purchaser within 30 days of demand for any and all other reasonable costs and expenses (excluding the costs of Agent, auditing the Purchaser’s books and the cost of the Ratings) incurred by the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, Transaction Documents or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationstransactions contemplated thereby.

Other Costs and Expenses. Also by way of clarification, and not of limitation, of Section 6.1, the Seller shall reimburse Agent, each Purchaser pay to the Agent and each Conduit on demand for all reasonable costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the transactions contemplated hereby sale of the Sold Interest, (c) the perfection of the Agent's rights in the Receivables and Collections, (d) the other documents to be delivered hereunderenforcement by the Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under an Eligible Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including without limitationreasonable fees, costs and expenses of legal counsel for the Agent and Windmill relating to any of the foregoing or to advising the Agent, Windmill and any Windmill Funding Source about its rights and remedies under any Transaction Document and all reasonable costs and expenses (including counsel fees and expenses) of the Agent and each Purchaser in connection with the enforcement of the Transaction Documents and in connection with the administration of the Transaction Documents following the occurrence and continuance of a Termination Event. The Seller shall reimburse the Agent and Windmill for the cost of any Conduit’s the Agent's or Windmill's auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, . The Seller shall reimburse Windmill on demand for all other reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Windmill or any counsel for any shareholder of such Conduit Windmill in connection with respect to advising such Conduit the Transaction Documents or such shareholder as to matters relating to such Conduit’s operationsthe transactions contemplated thereby.

Other Costs and Expenses. The RPA Seller shall reimburse pay to the Agent, each any Investor Agent or any Purchaser Agent and each Conduit on within 30 days, upon written demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s Purchaser's auditors auditing the books, records and procedures of the RPA Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitthe Purchasers, any Purchaser Agent and/or the Investor Agents and the Agent (which such counsel may be employees of any Conduit, any a Purchaser or an Investor Agent or the Agent) with respect thereto and with respect to advising any ConduitPurchaser, any Purchaser Investor Agent and/or or the Agent as to their respective rights and remedies under this Agreement. The RPA Seller shall reimburse pay to the Agent and each Purchaser Agent or any Investor Agents on demand for any and all costs and expenses of Agent, the Purchaser Agents and the PurchasersAgent any Investor Agent or any Purchaser, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. The RPA Seller shall reimburse each any Conduit on demand for all other costs and expenses incurred by such Conduit (“"Other Costs”"), including, without limitation, including the cost of auditing such Conduit’s 's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s 's operations.

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”“), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Seller shall reimburse pay to the Agent, each Purchaser Agent the Managing Agents and each Conduit on the Purchasers within five (5) Business Days after demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s the Conduit Purchasers’ auditors auditing the books, records and procedures of SellerSeller (subject to the limitation set forth in Section 7.1(d)), reasonable fees of the ratings agencies, reasonable fees and out-of-out of pocket expenses of legal counsel for any Conduiteach Conduit Purchaser, any Purchaser each Managing Agent and/or and the Agent (which such counsel may be employees of any Conduitsuch Conduit Purchaser, any Purchaser such Managing Agent or the Agent) with respect thereto and with respect to advising any Conduiteach Conduit Purchaser, any Purchaser each Managing Agent and/or and the Agent as to their respective rights and remedies under this Agreement; provided that in connection with the preparation, execution and delivery of this Agreement, Seller shall be responsible for the reasonable fees and out-of-pocket expenses of only one legal counsel for the Agent, the Managing Agent and the Purchasers party hereto on the date hereof, provided further that Seller shall not be responsible for the legal fees and expenses of more than one outside counsel (in addition to any local counsel) for all Persons entitled to payment of such fees and expenses under this Section 10.4 unless, as reasonably determined by such Person or its counsel, representation of all such Persons by the same counsel would be inappropriate due to actual or potential differing interests among them. Seller shall reimburse pay to the Agent, each Managing Agent and each Purchaser Agent on within five (5) Business Days after demand for any and all costs and expenses of the Agent, the Purchaser Agents such Managing Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. Each Seller shall reimburse the Agent, the LC Bank and each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any ConduitPurchaser’s auditors auditing the books, records and procedures of Sellerany Seller Party on behalf of the LC Bank or the Purchasers (subject to the limitations set forth in Section 7.1(d) with respect to annual audits), reasonable fees and out-of-pocket expenses of legal counsel for any Conduiteach Purchaser, any Purchaser Agent and/or the LC Bank and the Agent (which such counsel may be employees of any ConduitPurchaser, any Purchaser Agent the LC Bank or the Agent) with respect thereto and with respect to advising any ConduitPurchaser, any Purchaser Agent and/or the LC Bank or the Agent as to their respective rights and remedies under this Agreement. Each Seller shall reimburse Agent and each Purchaser the Agent on demand for any and all costs and expenses of the Agent, the Purchaser Agents LC Bank and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Each Seller shall reimburse each Conduit Company on demand for all other costs and expenses incurred by such Conduit Company (“Other Costs”), including, without limitation, the cost of auditing such ConduitCompany’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Company or any counsel for any shareholder of such Conduit Company with respect to advising such Conduit Company or such shareholder as to matters relating to such ConduitCompany’s operations.. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Other Costs and Expenses. Seller The Servicer shall reimburse Agent, each Purchaser Agent and each Conduit pay on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby other Program Documents, any funding or administrative agreement by and between the Purchaser and any financial institution and the other documents to be delivered hereunderhereunder (including, including without limitation, the cost perfection of any Conduit’s auditors auditing the booksTransferred Interest), records and procedures of Sellerincluding, without limitation, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitthe Purchaser, any Purchaser Agent and/or the Funding Agent (which such counsel may be employees of any Conduitthe Purchaser, any Purchaser the Funding Agent or Agentany of the APA Banks) with respect thereto and with respect to advising any Conduitthe Purchaser, any Purchaser the Funding Agent and/or Agent and the APA Banks as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent Agreement and each Purchaser Agent on demand for any the other Program Documents, respectively, and all costs and expenses of Agent, the Purchaser Agents and the Purchasersexpenses, if any, including reasonable counsel fees and expenses in connection with the enforcement or amendment of this Agreement and the other documents delivered hereunder and in connection with hereunder. The Servicer shall reimburse the Purchaser for any restructuring amounts the Purchaser must pay to the Funding Agent or workout of any Affected Party pursuant to this Agreement or any other Program Document on account of any tax described in Section 8.2 and applicable to such documents, or the administration of this Agreement following an Amortization Eventfinancial institution. Seller The Servicer shall reimburse each Conduit the Purchaser on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitationthe Purchaser, the cost Funding Agent or any shareholder of auditing such Conduit’s books by certified public accountantsthe Purchaser in connection with the transaction contemplated hereby, the cost of rating the Purchaser's Commercial Paper of such Conduit by independent financial rating agenciesagencies in connection with the transactions contemplated hereby, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit the Purchaser, the Funding Agent or any counsel for any shareholder of such Conduit the Purchaser with respect to advising such Conduit the Purchaser, the Funding Agent or such shareholder as to matters relating to such Conduit’s operationsthe Purchaser's operation in connection with the transactions contemplated hereby (but excluding ordinary overhead).

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser pay to the Agent and each Conduit Company on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors periodically auditing the books, records and procedures of SellerSeller and any Originator, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Company and the Agent (which such counsel may be employees of any Conduit, any Purchaser Agent Company or the Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Company and the Agent as to their respective rights and remedies under this Table of Contents Agreement; provided that the liability of Seller in respect of the fees of legal counsel for Company and the Agent arising in connection with the preparation, execution, delivery and initial closing of this Agreement shall be limited in the manner set forth in the Ancillary Costs Agreement. Seller shall reimburse Agent and each Purchaser pay to the Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit Company on demand for all other costs and expenses incurred by such Conduit Company (“Other Costs”), including, without limitation, the cost of auditing such ConduitCompany’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit Company or any counsel for any shareholder of such Conduit Company with respect to advising such Conduit Company or such shareholder as to matters relating to such ConduitCompany’s operations. Any claim hereunder in respect of legal fees or other costs and expenses shall be made in a written notice to Seller, which notice shall be accompanied by the applicable invoice or similar description in reasonable detail of the applicable legal services rendered and the costs and expenses incurred.

Other Costs and Expenses. The Seller shall reimburse pay to the Agent, each Purchaser Agent the Managing Agents and each Conduit the Conduits on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the reasonable cost of any Conduit’s auditors auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitthe Agent, any Purchaser Agent and/or Agent the Managing Agents and the Conduits (which such counsel may be employees of any Conduitthe Agent, any Purchaser Agent the Managing Agents or Agentthe Conduits) with respect thereto and with respect to advising any Conduitthe Agent, any Purchaser Agent and/or Agent the Managing Agents and the Conduits as to their respective rights and remedies under this Agreement. The Seller shall reimburse pay to the Agent and or each Purchaser Managing Agent on demand for any and all reasonable costs and expenses of the Agent, the Purchaser Agents such Managing Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization a Termination Event. The Seller shall reimburse each any Conduit on demand for all other reasonable costs and expenses incurred by such Conduit or any shareholder of such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations. Notwithstanding the foregoing, the Seller shall not be liable to the Agent, any Managing Agent or any Conduit in respect of the costs and out-of-pocket expenses incurred in connection with any audit conducted under Section 5.1(d) of this Agreement conducted prior to the occurrence of any Termination Event to the extent that the aggregate amount of such costs and expenses during any 12 month period shall exceed $35,000. Each Managing Agent and each Conduit hereby agrees that the Agent may, in its sole discretion, limit the amount of costs and expenses of any single audit conducted under Section 5.1(d) that may be reimbursed under this Section 8.3 to an amount less than $35,000. After the occurrence and during the continuance of a Termination Event, the foregoing limitation on audit costs shall not apply. The Seller shall make each such reimbursement for costs and expenses, and shall make each other payment required under this Section 8.3, within five Business Days following demand by the Agent therefor.

Other Costs and Expenses. Seller shall reimburse pay to the Agent, each Purchaser Agent and each the Funding Agents andeach Conduit on demand for all costs and reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any each Conduit’s 's auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any ConduitConduit the Conduits, any Purchaser Agent and/or the Funding Agents and the Agent (which such counsel may be employees of any Conduit, any Purchaser a Funding Agent or the Agent) with respect thereto and with respect to advising any ConduitConduit the Conduits, any Purchaser Agent and/or the Funding Agents and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse pay to the Agent (in the case of costs and each Purchaser expenses incurred by the Agent) or the relevant Funding Agent (in the case of costs and expenses incurred by the Purchasers in the related Conduit Group) on demand for any and all costs and expenses of Agent, the Purchaser Agents Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each any Conduit on demand for all other costs and expenses incurred by such bysuch Conduit (“"Other Costs”"), including, without limitation, the cost of auditing such Conduit’s 's books by certified public accountants, the cost of rating the its Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such advisingsuch Conduit or such shareholder as to matters relating to such tosuch Conduit’s 's operations.

Other Costs and Expenses. Seller shall reimburse pay to the Administrative Agent, each the Purchaser Agent and each Conduit Committed Investor on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s each such Person's auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduitthe Purchaser, any Purchaser Agent and/or each Committed Investor and the Administrative Agent (which such counsel may be employees of any Conduitthe Purchaser, any Purchaser Agent such Committed Investor or the Administrative Agent) with respect thereto and with respect to advising any Conduitthe Purchaser, any Purchaser Agent and/or Committed Investor or the Administrative Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser pay to the Administrative Agent on demand for any and all costs and expenses of the Administrative Agent, the Purchaser Agents and the PurchasersCommitted Investors, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit the Purchaser and the Committed Investors on demand for all other costs and expenses incurred by each such Conduit Person (“"Other Costs”"), including, without limitation, the cost of auditing such Conduit’s Person's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit the Purchaser, any Committed Investor or any counsel for any shareholder of any such Conduit Person with respect to advising such Conduit Person or such shareholder as to matters relating to such Conduit’s Person's operations.

Other Costs and Expenses. Also by way of clarification, and not of limitation, of Section 6.1, the Seller shall reimburse Agentpay to the Agent (with respect to amounts owed to it), each the LC Issuer (with respect to amounts owed to it) or the applicable Purchaser Agent and each Conduit (with respect to amounts owed to it or any Purchaser in its Purchaser Group) on demand for all costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the sale of the Sold Interest or pledge of the Pledged Interests, (c) the perfection of the Agent’s rights on behalf of the Purchaser Agents, the transactions contemplated hereby LC Issuer and the other documents to be delivered hereunderPurchasers in the Receivables and Collections, (d) the enforcement by the Agent, the LC issuer, any Purchaser Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including without limitationfees, the cost of any Conduit’s auditors auditing the books, records costs and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for the Agent, the LC Issuer and each Purchaser Agent relating to any Conduitof the foregoing or to advising the Agent, any Purchaser Agent and/or Agent (which such counsel may be employees of and any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective Funding Source about its rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, the LC Issuer, each Purchaser Agents Agent, each Purchaser and the Purchasers, if any, including reasonable counsel fees and expenses each Funding Source in connection with the enforcement of this the Transaction Documents or any Funding Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement the Transaction Documents following an Amortization a Termination Event. The Seller shall reimburse each Conduit Purchaser for any amounts each Conduit Purchaser must pay to any Funding Source pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all other costs and expenses incurred by such each Conduit (“Other Costs”)Purchaser or any shareholder of each Conduit Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including an allocated portion of the cost of auditing such Conduiteach Conduit Purchaser’s books by certified public accountants, the cost of rating the Commercial Paper Ratings and an allocated portion of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such of the Agent, each Conduit Purchaser or any counsel shareholder, or administrator, of each Conduit Purchaser for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters advice relating to such Conduiteach Conduit Purchaser’s operationsoperation.

Other Costs and Expenses. The Seller shall pay to the Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amount owed to it or any Purchaser in its Purchaser Group) on demand all reasonable costs and expenses (to the extent, in the case of a Conduit Purchaser, not already included in such Conduit Purchaser's CP Rate) in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Agent's rights on behalf of the Purchaser Agents and the Purchasers in the Receivables and Collections, (d) the enforcement by the Agent, any Purchaser Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Depositary Accounts, Lock-Boxes and Lock-Box Accounts, including fees, costs and expenses of legal counsel for the Agent and each Purchaser Agent relating to any of the foregoing or to advising the Agent, any Purchaser Agent and any Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Agent, each Purchaser Agent, each Purchaser and each Funding Source in connection with the enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of the Transaction Documents following a Termination Event. The Seller shall reimburse the Agent, each Purchaser Agent and each Conduit on demand Purchaser for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s the Agent's or such Purchaser's auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any Funding Source pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all other costs and expenses incurred by such Purchaser or any shareholder of a Conduit (“Other Costs”)Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s a Conduit Purchaser's books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, Ratings and the reasonable fees and out-of-pocket expenses of counsel for such of the Agent, each Purchaser Agent, each Conduit Purchaser or any counsel for any shareholder shareholder, or administrator, of such Conduit with respect to advising such Conduit or such shareholder as to matters Purchaser for advice relating to such Conduit’s operationsConduit Purchaser's operation.

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser Agent pay to the Agents within 45 days after presentation of an invoice therefor setting forth in reasonable detail the basis for the fees and each Conduit on demand for charges therein all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduitthe Agent’s (but not Fifth Third’s) auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of shared legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) the Agents with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent the Agents as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent pay to each of the Agents and each Purchaser Agent on demand Purchasers within 45 days after presentation of an invoice therefor setting forth in reasonable detail the basis for the fees and charges therein any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including the reasonable counsel fees and expenses of counsel in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand the Purchasers within 45 days after presentation of an invoice therefor setting forth in reasonable detail the basis for the fees and charges therein for all other costs and expenses incurred by such Conduit any Conduit, as applicable (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations, in each allocable to the transactions under this Agreement in accordance with Section 10.4.

Other Costs and Expenses. Seller shall reimburse Agent, each Purchaser Agent and each Conduit on demand for all costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of any Conduit’s auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if 48 742891150 18589498 any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operations.

Other Costs and Expenses. The Seller shall reimburse Agent, each Purchaser pay to the Agent and each Conduit on demand for all reasonable costs and out-of-pocket expenses in connection with (a) the preparation, negotiation, arrangement, execution, delivery, enforcement delivery and administration (including amendments of this Agreementany provision) of the Transaction Documents, (b) the transactions contemplated hereby sale of the Sold Interest, (c) the perfection of the Agent's rights in the Receivables and Collections, (d) the other documents to be delivered hereunderenforcement by the Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including without limitationfees, costs and expenses of legal counsel for the Agent relating to any of the foregoing or, to advising the Agent and any Purchaser about its rights and remedies under any Transaction Document and all costs and expenses (including counsel fees and expenses) of the Agent and each Purchaser in connection with the enforcement of the Transaction Documents and in connection with the administration of the Transaction Documents following a Termination Event. The Seller shall reimburse the Agent and Windmill for the cost of any Conduit’s the Agent's or Windmill's auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller, reasonable fees provided however that the Seller shall only be responsible for the cost of (i) one such audit per calendar year prior to the occurrence of a Termination Event, and out-of-pocket expenses (ii) the costs of legal counsel for any Conduitall such audits after the occurrence of a Termination Event. Except as limited above, any Purchaser Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Agent as to their respective rights and remedies under this Agreement. the Seller shall reimburse Agent and each Purchaser Agent on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit Windmill on demand for all other costs and expenses incurred by such Conduit (“Other Costs”)Windmill to the extent attributable to implementing the Transaction Documents or the transactions contemplated thereby, including, without limitation, including the cost of auditing such Conduit’s books by certified public accountantsthe Rating Agencies confirming that the execution, the cost of rating the Commercial Paper of such Conduit by independent financial rating agenciesdelivery, and performance of the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsTransaction Documents will not adversely affect the Ratings.

Other Costs and Expenses. Seller Borrower shall reimburse the Administrative Agent, the Issuing Lender, each Purchaser Managing Agent and each Conduit Lender on demand for all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including including, without limitation, the cost of any Conduitsuch Person’s auditors auditing the books, records and procedures of SellerBorrower (subject to the cost restrictions set forth in Section 5.01(d)), reasonable fees and out-of-pocket expenses of legal counsel for any Conduiteach Lender, any Purchaser Agent and/or each Managing Agent, the Issuing Lender and the Administrative Agent (which such counsel may be employees of any Conduitof the Lenders, any Purchaser Agent the Managing Agents, the Issuing Lender or the Administrative Agent) with respect thereto (provided, that in connection with the closing of the transactions contemplated hereby and the other Facility Documents, the Borrower shall only be obligated to reimburse the costs and expenses of one primary law firm serving as external counsel to the Administrative Agent and the Managing Agents and such special local counsel as the Administrative Agent and the Managing Agents may deem necessary in connection therewith) and with respect to advising any Conduitthe Lenders, any Purchaser Agent and/or the Managing Agents, the Issuing Lender and the Administrative Agent as to their respective rights and remedies under this Agreement. Seller Borrower shall reimburse the Administrative Agent, the Issuing Lender, any Managing Agent and each Purchaser Agent any Lender on demand for any and all costs and expenses of Agent, the Purchaser Agents and the Purchaserssuch Person, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse each Conduit on demand for all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost Event of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for such Conduit or any counsel for any shareholder of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsTermination.

Other Costs and Expenses. (a) Seller shall reimburse Agent, each Purchaser pay to the Agent and each Conduit on demand for Company, within five (5) Business Days of written demand, all reasonable costs and out-of-pocket expenses in connection with the preparation, negotiation, arrangement, execution, delivery, administration and enforcement and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, (i) the cost of any ConduitCompany’s auditors auditing the books, records and procedures of Seller, (ii) reasonable fees and itemized out-of-pocket expenses of legal counsel for any Conduit, any Purchaser Company and the Agent and/or Agent (which such counsel may be employees of any Conduit, any Purchaser Agent or Agent) with respect thereto and with respect to advising any Conduit, any Purchaser Agent and/or Company and the Agent as to their respective rights and remedies under this Agreement. Seller shall reimburse Agent and each Purchaser Agent on demand for any and all , (iii) the reasonable costs and out-of-pocket expenses of AgentBanc One Capital Markets, Inc., as arranger of the Purchaser Agents facility contemplated herein, and the Purchasers, if any, including (iv) all reasonable counsel fees costs and out-of-pocket expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and incurred in connection with any restructuring or workout of this Agreement or such documents; provided that in the case of any amendment or other modification to the Transaction Documents which has not been requested by a Seller Party, Seller shall not have any obligation to reimburse the Agent, Company or Banc One Capital Markets, Inc. in respect of the administration fees or out-of-pocket expenses of this Agreement following an Amortization Event. legal counsel for the Agent, Company or Banc One Capital Markets, Inc. in connection with the documentation or closing of such amendment or modification without the prior consent of a Seller Party. (b) Without limiting the generality of Section 10.3(a), Seller shall reimburse each Conduit on demand for the Agent and Company, within five (5) Business Days of written demand, in respect of all other costs and expenses incurred by such Conduit (“Other Costs”), including, without limitation, the cost of auditing such Conduit’s books by certified public accountants, the cost of rating the Commercial Paper of such Conduit by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses incurred in connection with any audit conducted of counsel for such Conduit Originator, Seller and Servicer; provided that unless an Amortization Event shall have occurred, (i) in the case of any period in which Rating Xxxxx 0, Xxxxxx Xxxxx 0 or Rating Level 3 shall be in effect, Seller shall not be required to reimburse the Agent or Company in respect of more than one audit at each site of Originator, Seller and Servicer during any counsel for calendar year; and (ii) in the case of any shareholder period in which any other Rating Level shall be in effect, Seller shall not be required to reimburse the Agent or Company in respect of such Conduit with respect to advising such Conduit or such shareholder as to matters relating to such Conduit’s operationsmore than two audits at each site of Originator, Seller and Servicer during any calendar year.