Common use of Other Costs, Expenses and Related Matters Clause in Contracts

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) The Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, all conduit rating agency costs incurred by the Funding Agent or the Conduit Lender in connection with the Transaction Documents (including any amounts related to the execution hereof, any renewals and any amendments or extensions). The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) The Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or Section 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Purchasers, the Bank Investors, the Administrative Agent and the Purchasers Purchaser Agents harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ', rating agencies' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Purchasers, the Bank Investors, the Administrative Agent and/or any of the PurchasersPurchaser Agents) or intangible, documentary or recording taxes incurred by or on behalf of a Purchaser, any Bank Investor, the Funding Administrative Agent and the Purchasers Purchaser Agents (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in Transferred Interest) whether or not the Trust Estate) transactions contemplated hereby are consummated and (ii) from time to time (Aa) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (Bb) arising in connection with a Purchaser's, any Bank Investor's, the Funding Administrative Agent’s 's, any of the Purchaser Agents' or such Purchaser’s the Collateral Agent's enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (Cc) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that Documents (all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturesuch amounts, collectively, "Transaction Costs"). (b) The Funding Agent will notify Transferor shall pay the Issuer Purchaser Agents, for the account of the Purchasers and the Servicer in writing Bank Investors, as applicable, on demand any Early Collection Fee, including interest thereon, due on account of the receipt by a Purchaser or any Bank Investor of any event occurring after amounts applied in reduction of the date hereof which will entitle an Indemnified Party applicable Net Investment on any day other than the next Remittance Date or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive last day of any applicable funding period (in the absence case of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methodsLIBOR-based funding). (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Administrative Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Administrative Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Administrative Agent and or any of the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Administrative Agent’s 's, or such Purchaser’s any Purchasers' enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction Costs"). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.05 and 2.06. (b) The Funding Transferor shall pay the Administrative Agent, for the account of the Purchasers, on demand any Early Collection Fee due on account of the reduction of a Tranche on any day prior to the last day of its Tranche Period. (c) The Administrative Agent will notify the Issuer and the Servicer in writing within forty-five (45) days after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIIIII, notify the Transferor in writing of such event. Any notice by the Funding Administrative Agent claiming compensation under this Article VIII II and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such claim is made in good faith and on a reasonable basis. In determining such amount, the Funding Administrative Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (cd) If the Issuer Transferor is required to pay any additional amount to any Purchaser pursuant to Section 8.02 Sections 2.21 or 8.032.22, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) (A) to file any certificate or document reasonably requested in writing by the Transferor or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 Sections 2.21 or 8.032.22, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Agent and the Purchasers Affected Parties harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of any of the Funding Agent and/or the PurchasersAffected Parties) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers Affected Parties (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ Affected Parties' interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement Program Documents and the other Transaction Documents, (B) arising in connection with any of the Funding Agent’s or such Purchaser’s Affected Parties' enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ Affected Parties' interest in the Trust Estate under this Note Purchase Agreement and the other Transaction DocumentsEstate), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) The Administrator or the Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof September 10, 2007 which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Administrator or the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrator or the Funding Agent Agent, as applicable, or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Conduit Purchaser pursuant to Section 8.02 8.2 or 8.038.3, then such Conduit Purchaser shall use reasonable efforts (which shall not require such Conduit Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliatesAffiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 8.2 or 8.038.3, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer ----------------------------------------- Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save PARCO, the APA Banks and the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of PARCO, the APA Banks and/or the Funding Agent and/or the PurchasersAgent) or intangible, documentary or recording taxes incurred by or on behalf of PARCO, any APA Bank and the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) from time to time (Aa) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (Bb) arising in connection with PARCO's, any APA Bank's or the Funding Agent’s or such Purchaser’s 's enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (Cc) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction ----------- Costs"). The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.----- (b) The Transferor shall pay the Funding Agent, for the account of PARCO and the APA Banks, as applicable, on demand any Early Collection Fee due on account of the reduction of a Tranche on any day prior to the last day of its Tranche Period. (c) The Funding Agent will notify the Issuer and the Servicer in writing within forty-five (45) days after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII, notify the Transferor in writing. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save VFCC, the Funding Agent Committed Investors and the Purchasers Deal Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’' fees relating to the joint representation of VFCC, the Committed Investors and the Deal Agent, accountants’ and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of VFCC, the Funding Agent Committed Investors and/or the PurchasersDeal Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent VFCC, any Committed Investor and the Purchasers Deal Agent (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with VFCC's, any Committed Investor's or the Funding Deal Agent’s or such Purchaser’s 's enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction Costs"). The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.----------------- (b) The Funding Agent will notify Transferor shall pay the Issuer Deal Agent, for the account of VFCC and the Servicer in writing Committed Investors, as applicable, on demand any Early Collection Fee due on account of the reduction of any event occurring after portion or all of the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Net Investment on any day. (c) Any notice by the Funding Deal Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it ------------ hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Deal Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’, rating agencies’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the PurchasersFunding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Purchasers Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Administrative Agent’s, the CP Conduit Purchasers’, the Committed Purchasers’ or the Funding Agent’s or such Purchaser’s Agents’ enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, “Transaction Costs”). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.05 and 2.06. (b) The Transferor shall pay the Administrative Agent, for the account of the relevant CP Conduit Purchasers and the Committed Purchasers, as applicable, on demand (i) any Early Collection Fee due on account of the reduction of a Tranche on any day prior to the last day of its Tranche Period or (ii) with respect to the replacement of any Funding Agent and such Funding Agent’s Related Group pursuant to Section 10.14, the excess, if any, of (i) the additional Discount that such Funding Agent’s related CP Conduit Purchaser and related Committed Purchaser, would have accrued on its Net Investment and Term-out Period Advances, during the Tranche Period in which it is replaced, if such Funding Agent’s related CP Conduit Purchaser and related Committed Purchaser had not been replaced as CP Conduit Purchaser and Committed Purchaser, respectively, minus (ii) the income, if any, received by such Funding Agent’s related CP Conduit Purchaser and related Committed Purchaser from investing the funds received with respect to its Net Investment and Term-out Period Advances due to such replacement for the remainder of such Tranche Period. (c) The Administrative Agent, at the request of any Funding Agent, will notify the Issuer and the Servicer in writing within forty-five (45) days after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIIIII, notify the Transferor in writing of such event. Any notice by the a Funding Agent claiming compensation under this Article VIII II and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such claim is made in good faith and on a reasonable basis. In determining such amount, the applicable Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (cd) If the Issuer Transferor is required to pay any additional amount to any Committed Purchaser pursuant to Section 8.02 Sections 2.21 or 8.032.22, then such Committed Purchaser shall use reasonable efforts (which shall not require such Committed Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) (A) to file any certificate or document reasonably requested in writing by the Transferor or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 Sections 2.21 or 8.032.22, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents Documents, any Asset Purchase Agreement and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateCollateral) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, the other Transaction Documents, any Asset Purchase Agreement Agreement, and the other Transaction Documentsany document or instrument delivered pursuant hereto or thereto, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Collateral under this Note Agreement, the Transaction Documents and any Asset Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or Agreement, any of the other Transaction Documents. The parties hereto acknowledge Documents and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureany Asset Purchase Agreement. (b) The Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Borrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent Facility Agent, the Group Agents and the Purchasers Lenders harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or Facility Agent, the PurchasersGroup Agents and the Lenders) or intangible, documentary or recording taxes incurred (A) by or on behalf of the Funding Agent Facility Agent, the Group Agents and the Purchasers Lenders (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateCollateral) and (ii) (A) from time to time relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, and (B) by or on behalf of the Facility Agent, the Group Agents and the Lenders from time to time (i) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of the rights of the Facility Agent, the Group Agents and the Lenders (including including, without limitation, the perfection of a security interest in and protection of the Purchasers’ interest in the Trust Estate Collateral under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or and (Cii) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that Documents (all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturesuch amounts, collectively, “Transaction Costs”). (b) The Funding Each Group Agent will notify the Issuer and the Servicer in writing or Indemnified Party shall, after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII, notify the Borrower in writing. Any notice by the Funding a Group Agent or Indemnified Party claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding such Group Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the Initial Purchasers, the Liberty APA Banks, the PARCO APA Banks and each Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Administrative Agent, the Initial Purchasers, the Liberty APA Banks, the PARCO APA Banks and/or a Funding Agent and/or the PurchasersAgent) or intangible, documentary or recording taxes incurred by or on behalf of the Administrative Agent, the Initial Purchasers, the Liberty APA Banks, any PARCO APA Bank and a Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) from time to time upon receipt of prior written notice thereof from the Administrative Agent, a Funding Agent, the Initial Purchasers, the Liberty APA Banks, or the PARCO APA Banks, as applicable (Aa) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (Bb) arising in connection with the Administrative Agent's, the Initial Purchasers', any Liberty APA Banks' or any PARCO APA Bank's or a Funding Agent’s or such Purchaser’s 's enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (Cc) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction Costs"). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 7.4(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with Section 2.5 and 2.6, shall be subject to the priority of payments maximum amount set forth in Article V of the Base Indentureengagement letter between C&A and Chase Securities Inc. and shall be Transferor Subordinated Obligations. (b) The Funding Transferor shall pay the Administrative Agent, for the account of the Initial Purchasers and the PARCO APA Banks, as applicable, on demand any Early Collection Fee due on account of the reduction of a Tranche on any day prior to the last day of its Tranche Period. (c) The Administrative Agent will notify the Issuer and the Servicer in writing within forty-five (45) days after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIIIVII, notify the Transferor and C&A in writing. Any notice by the Funding Administrative Agent claiming compensation under this Article VIII VII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such claim is made in good faith and on a reasonable basis. In determining such amount, the Funding Administrative Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (cd) If the Issuer any Seller is required to pay any additional amount to any Purchaser PARCO APA Bank pursuant to Section 8.02 Sections 7.2 or 8.037.3, then such Purchaser PARCO APA Bank shall use reasonable efforts (which shall not require such Purchaser PARCO APA Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) (A) to file any certificate or document reasonably requested in writing by such Seller or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 Sections 7.2 or 8.037.3, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Agent Conduit Purchasers, the Alternate Purchasers, the Managing Agents and the Purchasers Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Conduit Purchasers, Alternate Purchasers, Managing Agents and/or the PurchasersAdministrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Conduit Purchasers, Alternate Purchasers, Managing Agents and the Purchasers Administrative Agent (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents Principal Agreements and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction DocumentsPrincipal Agreements, (B) arising in connection with relating to the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection syndication of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents)facility contemplated hereby, or (C) arising in connection with any auditConduit Purchaser's, any Alternate Purchaser's, any Managing Agent's or the Administrative Agent's enforcement or preservation of rights, or (D) arising in connection with any dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge Principal Agreements; provided, however, that, with respect to subsection (i) and agree that all amounts payable under this Section 8.04 subclauses (A) and (B) of subsection (ii) of the foregoing sentence, the Transferor shall only be payable by liable for the Issuer solely attorneys' fees and expenses of one law firm with respect to the extent funds are available therefor in accordance with Conduit Purchasers, the priority of payments set forth in Article V of Alternate Purchasers, the Base Indenture. (b) The Funding Agent will notify the Issuer Managing Agents and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Administrative Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methodsas a group. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Seller agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Conduit Purchasers, the Committed Purchasers, the Funding Agent Agents and the Purchasers Administrative Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Conduit Purchasers, Committed Purchasers, Funding Agent Agents and/or the PurchasersAdministrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Conduit Purchasers, Committed Purchasers, Funding Agents and Administrative Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents Principal Agreements and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction DocumentsPrincipal Agreements, (B) relating to the syndication of the facility contemplated hereby, (C) arising in connection with the any Conduit Purchaser's, any Committed Purchaser's, any Funding Agent’s 's or such Purchaser’s the Administrative Agent's enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents)rights, or (CD) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndenturePrincipal Agreements. (b) The Funding Agent will notify In addition, the Issuer Seller shall pay any and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party all stamp, sales, excise and other taxes and fees payable or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts determined to be paid payable in connection with the execution, delivery, filing and recording of this Agreement or the other agreements and documents to it hereunder shall be conclusive delivered hereunder, and agrees to indemnify the Indemnified Parties against any liabilities with respect to or resulting from any delay in the absence of manifest error. In determining such amount, the Funding Agent paying or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required omission to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights taxes and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the futurefees.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the PurchasersFunding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Purchasers Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Administrative Agent's, the CP Conduit Purchasers', the Committed Purchasers' or the Funding Agent’s or such Purchaser’s Agents' enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction Costs"). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.05 and 2.06. (b) The Funding Transferor shall pay the Administrative Agent, for the account of the CP Conduit Purchasers and the Committed Purchasers, as applicable, on demand any Early Collection Fee due on account of the reduction of a Tranche on any day prior to the last day of its Tranche Period. (c) The Administrative Agent will notify the Issuer and the Servicer in writing within forty-five (45) days after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIIIII, notify the Transferor (with a copy to C&A) in writing of such event. Any notice by the Funding Administrative Agent claiming compensation under this Article VIII II and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such claim is made in good faith and on a reasonable basis. In determining such amount, the Funding Administrative Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (cd) If the Issuer Transferor is required to pay any additional amount to any Committed Purchaser pursuant to Section 8.02 Sections 2.21 or 8.032.22, then such Committed Purchaser shall use reasonable efforts (which shall not require such Committed Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) (A) to file any certificate or document reasonably requested in writing by the Transferor or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 Sections 2.21 or 8.032.22, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the Funding Agent Agents and the Purchasers Transferees harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Administrative Agent, the Funding Agent and/or Agents and the PurchasersTransferees) or intangible, documentary or recording taxes incurred (A) by or on behalf of the Administrative Agent, the Funding Agent Agents and the Purchasers Transferees (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in Transferred Interest) (it being agreed that the Trust EstateTransferor shall only be obligated under this clause (i) to pay the fees and expenses of one law firm for the Administrative Agent and all of the Funding Agents and Transferees) and (ii) (A) from time to time relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, and (B) by or on behalf of the Administrative Agent, the Funding Agents and the Transferees from time to time (i) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of the rights of the Administrative Agent, the Funding Agents and the Transferees (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or and (Cii) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that Documents (all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturesuch amounts, collectively, "Transaction Costs"). (b) The Each Funding Agent will notify the Issuer and the Servicer Transferor in writing of the receipt by such Funding Agent of notice of the occurrence of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the a Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the such Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Agent and the Purchasers Purchaser harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the PurchasersPurchaser) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers Purchaser (i) in connection with the negotiation, execution, delivery and preparation of this Series 2007-A Note Purchase Agreement, the other Series 2007-A Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ Purchaser’s interest in the Trust EstateAssets) and (ii) (Aii)(A) relating to any amendments, waivers or consents under this Series 2007-A Note Purchase Agreement, any Asset Purchase Agreement and the other Series 2007-A Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ Purchaser’s interest in the Trust Estate Assets under this Series 2007-A Note Purchase Agreement and the other Series 2007-A Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Series 2007-A Note Purchase Agreement or any of the other Series 2007-A Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) The Funding Agent Purchaser will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article ARTICLE VIII. Any notice by the Funding Agent Purchaser claiming compensation under this Article ARTICLE VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be deemed conclusive in the absence of manifest error. In determining such amount, the Funding Agent Purchaser or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any the Purchaser pursuant to Section 8.02 8.3 or 8.03Section 8.4, then such the Purchaser shall use reasonable efforts (which shall not require such the Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 8.3 or 8.03Section 8.4, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) The Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or Section 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Agent and the Purchasers Affected Parties harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any of the Funding Agent and/or the PurchasersAffected Parties) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers Affected Parties (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the PurchasersAffected Parties’ interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement Program Documents and the other Transaction Documents, (B) arising in connection with any of the Funding Agent’s or such Purchaser’s Affected Parties’ enforcement or preservation of rights (including including, without limitation, the perfection and protection of the PurchasersAffected Parties’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction DocumentsEstate), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) The Administrator or the Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof September 10, 2007 which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Administrator or the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrator or the Funding Agent Agent, as applicable, or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Conduit Purchaser pursuant to Section 8.02 8.2 or 8.038.3, then such Conduit Purchaser shall use reasonable efforts (which shall not require such Conduit Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliatesAffiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 8.2 or 8.038.3, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the Funding Agent Agents and the Purchasers Transferees harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees, due diligence fees and or expenses incurred by officers or employees of the Administrative Agent, the Funding Agent and/or Agents and the PurchasersTransferees) or intangible, documentary or recording taxes incurred (A) by or on behalf of the Administrative Agent, the Funding Agent Agents and the Purchasers Transferees (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in Transferred Interest) (it being agreed that the Trust EstateTransferor shall only be obligated under this clause (i) to pay the fees and expenses of one law firm for the Administrative Agent and all of the Funding Agents and Transferees) and (ii) (A) from time to time relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, and (B) by or on behalf of the Administrative Agent, the Funding Agents and the Transferees from time to time (i) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of the rights of the Administrative Agent, the Funding Agents and the Transferees (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or and (Cii) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that Documents (all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturesuch amounts, collectively, “Transaction Costs”). (b) The Each Funding Agent will notify the Issuer and the Servicer Transferor in writing of the receipt by such Funding Agent of notice of the occurrence of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the a Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the such Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ', rating agencies' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the PurchasersFunding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Purchasers Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered RECEIVABLES TRANSFER AGREEMENT pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Administrative Agent's, the CP Conduit Purchasers', the Committed Purchasers' or the Funding Agent’s or such Purchaser’s Agents' enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction Costs"). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.05 and 2.06. (b) The Funding Agent will notify Transferor shall pay the Issuer Administrative Agent, for the account of the relevant CP Conduit Purchasers and the Servicer in writing Committed Purchasers, as applicable, on demand any Early Collection Fee due on account of the reduction of a Tranche on any day prior to the last day of its Tranche Period. (c) The Administrative Agent, at the request of any Funding Agent, will within forty-five (45) days after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIIIII, notify the Transferor in writing of such event. Any notice by the a Funding Agent claiming compensation under this Article VIII II and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such claim is made in good faith and on a reasonable basis. In determining such amount, the applicable Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (cd) If the Issuer Transferor is required to pay any additional amount to any Committed Purchaser pursuant to Section 8.02 Sections 2.21 or 8.032.22, then such Committed Purchaser shall use reasonable efforts (which shall not require such Committed Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) (A) to file any certificate or document reasonably requested in writing by the Transferor or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 Sections 2.21 or 8.032.22, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save VFCC, the Funding Agent Committed Investors and the Purchasers Deal Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’' fees relating to the joint representation of VFCC, the Committed Investors and the Deal Agent, accountants’ and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of VFCC, the Funding Agent Committed Investors and/or the PurchasersDeal Agent) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent VFCC, any Committed Investor and the Purchasers Deal Agent (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with VFCC's, any Committed Investor's or the Funding Deal Agent’s or such Purchaser’s 's enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that Documents (all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturesuch amounts, collectively, "Transaction Costs"). (b) The Funding Agent will notify Transferor shall pay the Issuer Deal Agent, for the account of VFCC and the Servicer in writing Committed Investors, as applicable, on demand any Early Collection Fee due on account of the reduction of any event occurring after portion or all of the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Net Investment on any day. (c) Any notice by the Funding Deal Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Deal Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoiceinvoice in reasonable detail, to pay or cause to be paid, and to hold save the Funding Agent Senior Class Conduits, the Bank Investors, the Senior Class Agents and the Purchasers Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Senior Class Conduits, the Bank Investors, the Agent and/or the PurchasersSenior Class Agents) or intangible, documentary or recording taxes incurred by or on behalf of any Senior Class Conduit, any Bank Investor, the Funding Agent and the Purchasers any Senior Class Agent (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (includingthereby, without limitation, the perfection or protection of the Purchasers’ interest in the Trust Estate) and (ii) from time to time (Aa) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (Bb) arising in connection with any Senior Class Conduit's, any Bank Investor's, the Funding Agent’s 's or such Purchaser’s any Senior Class Agent's enforcement or preservation of rights (including the perfection and protection of the Purchasers’ interest in the Trust Estate under this Note Purchase Agreement and the other Transaction Documents)rights, or (Cc) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that Documents (all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturesuch amounts, collectively, "Transaction Costs"). (b) The Funding Agent will notify Transferor shall pay to each Senior Class Agent, for the Issuer account of the related Senior Class Conduit and Bank Investors, as applicable, on demand any Early Collection Fee due on account of the Servicer in writing receipt by a Senior Class Conduit or Bank Investor of any event occurring after amounts applied in reduction of the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by Senior Class Investor Amount on any day other than the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence last day of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methodsfunding period. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Agent Company, the Bank Investors, Sheffield and the Purchasers Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Company, the Bank Investors, Sheffield and/or the PurchasersAgent) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Company, Sheffield, any Bank Investor and the Purchasers Agent (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) from time to time (Aa) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (Bb) arising in connection with the Funding Company's, Sheffield's, any Bank Investor's, the 113 Agent’s 's or such Purchaser’s the Collateral Agent's enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (Cc) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree Documents (all of such amounts, collectively, "Transaction Costs") provided that all amounts payable under this Section 8.04 any of the foregoing Transaction Costs arising in connection with the closing of the transaction contemplated hereby shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureWorldCom. (b) The Funding Agent will notify Transferor shall pay the Issuer Agent, for the account of the Company, Sheffield and the Servicer in writing Bank Investors, as applicable, on demand any Enterprise Early Collection Fee or Sheffield Early Collection Fee due on account of any event occurring after the date hereof which will entitle reduction of an Indemnified Party Enterprise Tranche or Affected Party Sheffield Tranche, respectively, on a day prior to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another last day of its offices, branches Enterprise Tranche Period or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03Sheffield Tranche Period, as the case may be, in the futureapplicable.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the PurchasersFunding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Purchasers Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Administrative Agent's, the CP Conduit Purchasers', the Committed Purchasers' or the Funding Agent’s or such Purchaser’s Agents' enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction Costs"). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSections 2.05 and 2.06. (b) The Funding Transferor shall pay the Administrative Agent, for the account of the CP Conduit Purchasers and the Committed Purchasers, as applicable, on demand any Early Col- lection Fee due on account of the reduction of a Tranche on any day prior to the last day of its Tranche Period. (c) The Administrative Agent will notify the Issuer and the Servicer in writing within forty-five (45) days after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIIIII, notify the Transferor in writing of such event. Any notice by the Funding Administrative Agent claiming compensation under this Article VIII II and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such claim is made in good faith and on a reasonable basis. In determining such amount, the Funding Administrative Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (cd) If the Issuer Transferor is required to pay any additional amount to any Committed Purchaser pursuant to Section 8.02 Sections 2.21 or 8.032.22, then such Committed Purchaser shall use reasonable efforts (which shall not require such Committed Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) (A) to file any certificate or document reasonably requested in writing by the Transferor or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 2.21 or 8.032.22, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Administrative Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’, rating agencies’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Administrative Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Administrative Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Administrative Agent’s or such Purchaser’s the Purchasers’ enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, “Transaction Costs”). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.05 and 2.06. (b) [Intentionally deleted]. (c) The Funding Agent Administrative Agent, at the request of any Purchaser, will notify the Issuer and the Servicer in writing within forty-five (45) days after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIIIII, notify the Transferor in writing of such event. Any notice by the Funding Agent a Purchaser claiming compensation under this Article VIII II and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such claim is made in good faith and on a reasonable basis. In determining such amount, the Funding Agent applicable Purchaser or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (cd) If the Issuer Transferor is required to pay any additional amount to any Purchaser pursuant to Section 8.02 Sections 2.21 or 8.032.22, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) (A) to file any certificate or document reasonably requested in writing by the Transferor or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 Sections 2.21 or 8.032.22, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Borrower agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Funding Agent and the Purchasers save each Lender harmless against liability for the payment of, all reasonable out-of-pocket outofpocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent and/or the Purchaserseach Lender) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers such Lender (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ such Lender’s interest in the Trust EstateCollateral) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Agent’s or any of such PurchaserLender’s enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ such Lender’s interest in the Trust Estate under this Note Purchase Agreement and the other Transaction DocumentsCollateral), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) The Funding Agent Each Lender will notify the Issuer Borrower and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party such Lender to compensation pursuant to this Article VIII. Any notice by the Funding Agent any Lender claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent such Lender or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer Borrower is required to pay any additional amount to any Purchaser Lender pursuant to Section 8.02 8.2 or 8.038.3, then such Purchaser Lender shall use reasonable efforts (which shall not require such Purchaser any Lender to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliatesAffiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 8.2 or 8.038.3, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the Initial Purchasers, the Funding Agent Agents, the Fairway APA Banks, the PARCO APA Banks and the Purchasers Successor Servicer harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Administrative Agent, the Initial Purchasers, the Fairway APA Banks, the PARCO APA Banks, the Successor Servicer and/or the PurchasersFunding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Administrative Agent, any Initial Purchaser, any Fairway APA Bank, any PARCO APA Bank, the Successor Servicer and any Funding Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) from time to time upon receipt of prior written notice thereof from the Administrative Agent, any Initial Purchaser, any Funding Agent, the Successor Servicer, any PARCO APA Bank or any Fairway APA Bank, as applicable (Aa) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, or (Bb) arising in connection with the Administrative Agent's, any Initial Purchaser's, any Fairway APA Bank's, any PARCO APA Bank's, the Successor Servicer's or any Funding Agent’s or such Purchaser’s 's enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and Agreement) (all of such amounts, collectively, "Transaction Costs"). All Transaction Costs owed by the other Transaction Documents), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under Transferor pursuant to this Section 8.04 7.4(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.5 and 2.6 and shall be Transferor Subordinated Obligations. (b) The Transferor shall pay the applicable Funding Agent, for the account of the Initial Purchasers and the APA Bank Purchasers, as applicable, on demand any Early Collection Fee due on account of the reduction of a Tranche on any day prior to the last day of its Tranche Period. (c) The Administrative Agent will notify the Issuer and the Servicer in writing within forty-five (45) days after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIIIVII, notify the Transferor and TMN in writing. Any notice by the Administrative Agent or any Funding Agent claiming compensation under this Article VIII VII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such claim is made in good faith and on a reasonable basis. In determining such amount, the Administrative Agent, any Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (cd) If the Issuer any Seller is required to pay any additional amount to any Purchaser pursuant to Section 8.02 Sections 7.2 or 8.037.3, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) (A) to file any certificate or document reasonably requested in writing by such Seller or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 Sections 7.2 or 8.037.3, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ', rating agencies' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the PurchasersFunding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Purchasers Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Administrative Agent's, the CP Conduit Purchasers', the Committed Purchasers' or the Funding Agent’s or such Purchaser’s Agents' enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction Costs"). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.05 and 2.06. (b) The Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the Funding Agent Agents and the Purchasers Transferees harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Administrative Agent, the Funding Agent and/or Agents and the PurchasersTransferees) or intangible, documentary or recording taxes incurred (A) by or on behalf of the Administrative Agent, the Funding Agent Agents and the Purchasers Transferees (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in Transferred Interest) (it being agreed that the Trust EstateTransferor shall only be obligated under this clause (i) to pay the fees and expenses of one law firm for the Administrative Agent and all of the Funding Agents and Transferees) and (ii) (A) from time to time relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, and (B) by or on behalf of the Administrative Agent, the Funding Agents and the Transferees from time to time (i) arising in connection with the Funding Agent’s or such Purchaser’s enforcement or preservation of the rights of the Administrative Agent, the Funding Agents and the Transferees (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or and (Cii) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that Documents (all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturesuch amounts, collectively, “Transaction Costs”). (b) The Each Funding Agent will notify the Issuer and the Servicer Transferor in writing of the receipt by such Funding Agent of notice of the occurrence of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the a Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the such Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Agent and the Purchasers Indemnified Parties harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of any of the Funding Agent and/or the PurchasersIndemnified Parties) or intangible, documentary or recording taxes incurred by or on behalf of any of the Funding Agent and the Purchasers Indemnified Parties (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and or thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) from time to time (Aa) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (Bb) arising in connection with any of the Funding Agent’s or such Purchaser’s Indemnified Parties' enforcement or preservation of rights under the Transaction Documents (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (Cc) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, -109- 115 "Transaction Costs"). The parties hereto acknowledge and agree that all Any demand for indemnification for any Taxes or other amounts payable under by any Indemnified Party pursuant to this Section 8.04 8.4 shall be made by delivery of a certificate from the Indemnified Party to the Transferor and the Agent setting forth the amount and the calculation of the Indemnified Amount (in reasonable detail, which calculation shall be conclusive and binding absent manifest error) and the nature of such claim. Any such amounts shall be payable by the Issuer solely within ten (10) days after such Indemnified Party's demand therefor. Notwithstanding anything contained in this Section 8.4(a) to the extent funds are available therefor in accordance with the priority of payments set forth in Article V contrary, no Indemnified Party shall have any right to indemnification for any of the Base Indentureamounts described herein in respect of which no demand shall have been made to the Transferor for indemnification therefor within 180 days after such Indemnified Party shall have acquired actual knowledge of its incurrence thereof. (b) The Funding Agent will notify Transferor shall pay the Issuer Agent, for the account of the Company and the Servicer in writing Bank Investors, as applicable, on demand any Early Collection Fee due on account of the reduction for any event occurring after reason whatsoever of a Tranche on a day prior to the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another last day of its officesTranche Period, branches or affiliates, if other than any such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, reduction occurring as the case may be, in the futurea result of a Non-Fee Termination Event.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Administrative Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’, accountants’, rating agencies’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Administrative Agent and/or the Purchasers) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Administrative Agent and the Purchasers (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Funding Administrative Agent’s, the LC Issuer’s or such Purchaser’s the Purchasers’ enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Asset Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, “Transaction Costs”). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 2.20(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSections 2.04 and 2.05. (b) [Intentionally deleted]. (c) The Funding Agent Administrative Agent, at the request of any Purchaser, will notify the Issuer and the Servicer in writing within forty-five (45) days after receipt of notice of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIIIII, notify the Transferor in writing of such event. Any notice by the Funding Agent a Purchaser claiming compensation under this Article VIII II and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such claim is made in good faith and on a reasonable basis. In determining such amount, the Funding Agent applicable Purchaser or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (cd) If the Issuer Transferor is required to pay any additional amount to any Purchaser pursuant to Section 8.02 Sections 2.18 or 8.032.19, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) (A) to file any certificate or document reasonably requested in writing by the Transferor or (B) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 2.18 or 8.032.19, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Funding Agent and the Purchasers Affected Parties harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of any of the Funding Agent and/or the PurchasersAffected Parties) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent and the Purchasers Affected Parties (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ Affected Parties' interest in the Trust Estate) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement Program Documents and the other Transaction Documents, (B) arising in connection with any of the Funding Agent’s or such Purchaser’s Affected Parties' enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ Affected Parties' interest in the Trust Estate under this Note Purchase Agreement and the other Transaction DocumentsEstate), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction Documents. The parties hereto acknowledge and agree that all amounts payable under this Section 8.04 shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) The Administrator or the Funding Agent will notify the Issuer and the Servicer in writing of any event occurring after the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Administrator or the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrator or the Funding Agent Agent, as applicable, or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Conduit Purchaser pursuant to Section 8.02 8.2 or 8.038.3, then such Conduit Purchaser shall use reasonable efforts (which shall not require such Conduit Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or affiliatesAffiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 8.2 or 8.038.3, as the case may be, in the future.

Other Costs, Expenses and Related Matters. (a) The Issuer Transferor agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold save the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and each Funding Agent and the Purchasers harmless against liability for the payment of, all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’', accountants’ ' and other third parties’ ' fees and expenses, any filing fees and expenses incurred by officers or employees of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and/or the PurchasersFunding Agents) or intangible, documentary or recording taxes incurred by or on behalf of the Funding Agent Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers and the Purchasers Funding Agents (i) in connection with the negotiation, execution, delivery and preparation of this Note Purchase Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including, without limitation, the perfection or protection of the Purchasers’ interest in the Trust EstateTransferred Interest) and (ii) (A) relating to any amendments, waivers or consents under this Note Purchase Agreement, any Asset Purchase Agreement and the other Transaction Documents, (B) arising in connection with the Administrative Agent's, the CP Conduit Purchasers', the Committed Purchasers' or the Funding Agent’s or such Purchaser’s Agents' enforcement or preservation of rights (including including, without limitation, the perfection and protection of the Purchasers’ interest in the Trust Estate Transferred Interest under this Note Purchase Agreement and the other Transaction DocumentsAgreement), or (C) arising in connection with any audit, dispute, disagreement, litigation or preparation for litigation involving this Note Purchase Agreement or any of the other Transaction DocumentsDocuments (all of such amounts, collectively, "Transaction Costs"). The parties hereto acknowledge and agree that all amounts payable under All Transaction Costs owed by the Transferor pursuant to this Section 8.04 subsection 2.23(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureSection 2.05 and 2.06. (b) The Funding Agent will notify Transferor shall pay the Issuer Administrative Agent, for the account of the CP Conduit Purchasers and the Servicer in writing Committed Purchasers, as applicable, on demand any Early Collection Fee due on account of the reduction of a Tranche on any event occurring after day prior to the date hereof which will entitle an Indemnified Party or Affected Party to compensation pursuant to this Article VIII. Any notice by the Funding Agent claiming compensation under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Funding Agent or any applicable Indemnified Party or Affected Party may use any reasonable averaging and attributing methods. (c) If the Issuer is required to pay any additional amount to any Purchaser pursuant to Section 8.02 or 8.03, then such Purchaser shall use reasonable efforts (which shall not require such Purchaser to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden reasonably deemed by it to be significant) to assign its rights and delegate and transfer its obligations hereunder to another last day of its offices, branches or affiliates, if such filing or assignment would reduce amounts payable pursuant to Section 8.02 or 8.03, as the case may be, in the futureTranche Period.