Common use of Payment of Costs and Expenses Clause in Contracts

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Upon written demand from the Administrative Agent, any Funding Agent, any Conduit Investor or any Committed Note Purchaser, HVF II agrees to pay on the Payment Date immediately following HVF II’s receipt of such written demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent, such Funding Agent, such Conduit Investor and/or such Committed Note Purchaser, as applicable (including the reasonable fees and out-of-pocket expenses of counsel to the Agents each Conduit Investor and the Arranger and of local or foreign counseleach Committed Note Purchaser, if any, who may be retained by counsel to as well as the Agentsfees and expenses of the rating agencies providing a rating in respect of any Series 2013-A Commercial Paper) in connection with (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement Series 2013-A Supplement and of each other Loan Series 2013-A Related Document, including schedules and exhibits, and any liquidity, credit enhancement or insurance documents of a Program Support Provider with respect to a Conduit Investor relating to the Series 2013-A Notes and any amendments, waivers, consents, supplements or other modifications to this Agreement or any Series 2013-A Supplement and each other Loan Document Series 2013-A Related Document, as may from time to time hereafter be requiredproposed, whether or not the transactions contemplated hereby or thereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (cii) the preparation and review consummation of the form of any document or instrument relevant to transactions contemplated by this Agreement or any Series 2013-A Supplement and each other Loan Series 2013-A Related Document. The Borrower Upon written demand, HVF II further agrees to paypay on the Payment Date immediately following such written demand, and to save the Agents, the Documentation Administrative Agent, the Arrangereach Funding Agent, the Issuer each Conduit Investor and the Lenders each Committed Note Purchaser harmless from all liability forfor (i) any breach by HVF II of its obligations under this Series 2013-A Supplement and (ii) all reasonable costs incurred by the Administrative Agent, any stamp such Funding Agent, such Conduit Investor or other similar taxes which may be payable in connection with the execution or delivery of this Agreementsuch Committed Note Purchaser (including, the Credit Extensions made hereunder or reasonable fees and out-of-pocket expenses of counsel to the issuance of the Notes or Letters of Credit or any other Loan DocumentsAdministrative Agent, such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any) in enforcing this Series 2013-A Supplement. The Borrower HVF II also agrees to reimburse each the Administrative Agent, the Documentation each Funding Agent, the Arranger, the Issuer each Conduit Investor and each Lender Committed Note Purchaser upon demand for all reasonable out-of-pocket expenses incurred by the Administrative Agent, such Funding Agent, such Conduit Investor or such Committed Note Purchaser (including including, the reasonable attorneys' fees and legal expenses) incurred by such out-of-pocket expenses of counsel to the Administrative Agent, the Documentation such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any and the Arranger, the Issuer or such Lender reasonable fees and out-of-pocket expenses of any third-party servicers and disposition agents) in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations the Series 2013-A Related Documents and (y) the enforcement of, or any waiver or amendment requested under or with respect to, this Series 2013-A Supplement or any other of the Series 2013-A Related Documents. Notwithstanding the foregoing, HVF II shall have no obligation to reimburse any ObligationsCommitted Note Purchaser or Conduit Investor for any of the fees and/or expenses incurred by such Committed Note Purchaser and/or Conduit Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Series 2013-A Supplement and the Series 2013-A Notes pursuant to Section 9.2 or 9.3.

Payment of Costs and Expenses. The Borrower Upon written demand from the Administrative Agent, any Funding Agent, any Conduit Investor or any Committed Note Purchaser, HVF II agrees to pay on the Payment Date immediately following HVF II’s receipt of such written demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent, such Funding Agent, such Conduit Investor and/or such Committed Note Purchaser, as applicable (including the reasonable fees and out-of-pocket expenses of counsel to the Agents each Conduit Investor and the Arranger and of local or foreign counseleach Committed Note Purchaser, if any, who may be retained by counsel to as well as the Agentsfees and expenses of the rating agencies providing a rating in respect of any Series 2013-B Commercial Paper) in connection with (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement Series 2013-B Supplement and of each other Loan Series 2013-B Related Document, including schedules and exhibits, and any liquidity, credit enhancement or insurance documents of a Program Support Provider with respect to a Conduit Investor relating to the Series 2013-B Notes and any amendments, waivers, consents, supplements or other modifications to this Agreement or any Series 2013-B Supplement and each other Loan Document Series 2013-B Related Document, as may from time to time hereafter be requiredproposed, whether or not the transactions contemplated hereby or thereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (cii) the preparation and review consummation of the form of any document or instrument relevant to transactions contemplated by this Agreement or any Series 2013-B Supplement and each other Loan Series 2013-B Related Document. The Borrower Upon written demand, HVF II further agrees to paypay on the Payment Date immediately following such written demand, and to save the Agents, the Documentation Administrative Agent, the Arrangereach Funding Agent, the Issuer each Conduit Investor and the Lenders each Committed Note Purchaser harmless from all liability forfor (i) any breach by HVF II of its obligations under this Series 2013-B Supplement and (ii) all reasonable costs incurred by the Administrative Agent, any stamp such Funding Agent, such Conduit Investor or other similar taxes which may be payable in connection with the execution or delivery of this Agreementsuch Committed Note Purchaser (including, the Credit Extensions made hereunder or reasonable fees and out-of-pocket expenses of counsel to the issuance of the Notes or Letters of Credit or any other Loan DocumentsAdministrative Agent, such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any) in enforcing this Series 2013-B Supplement. The Borrower HVF II also agrees to reimburse each the Administrative Agent, the Documentation each Funding Agent, the Arranger, the Issuer each Conduit Investor and each Lender Committed Note Purchaser upon demand for all reasonable out-of-pocket expenses incurred by the Administrative Agent, such Funding Agent, such Conduit Investor or such Committed Note Purchaser (including including, the reasonable attorneys' fees and legal expenses) incurred by such out-of-pocket expenses of counsel to the Administrative Agent, the Documentation such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any and the Arranger, the Issuer or such Lender reasonable fees and out-of-pocket expenses of any third-party servicers and disposition agents) in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations the Series 2013-B Related Documents and (y) the enforcement of, or any waiver or amendment requested under or with respect to, this Series 2013-B Supplement or any other of the Series 2013-B Related Documents. Notwithstanding the foregoing, HVF II shall have no obligation to reimburse any ObligationsCommitted Note Purchaser or Conduit Investor for any of the fees and/or expenses incurred by such Committed Note Purchaser and/or Conduit Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Series 2013-B Supplement and the Series 2013-B Notes pursuant to Section 9.2 or 9.3.

Payment of Costs and Expenses. The Borrower agrees to pay on within 20 days of demand (to the extent invoiced together with reasonably detailed supporting documentation) all reasonable out-of-pocket expenses of each of the Agents Lead Arranger and the Arranger each Agent (including the reasonable fees and reasonable out-of-pocket expenses of counsel to the Lead Arrangers and Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the Lead Arrangers and Agents) and each Issuer in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Loan Document (including any Filing Statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Restatement Effective Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Borrower also agrees to reimburse each Agent, the Documentation Agent, Agents and the Arranger, the Issuer and each Lender Secured Parties upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesout of pocket expenses of counsel to the Agents and the Secured Parties) incurred by such Agent, the Documentation Agent, Agents and the Arranger, the Issuer or such Lender Secured Parties in connection with (xA) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (yB) the enforcement of any Obligations; provided that the Borrower shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to any local counsel) for all Persons indemnified under this Section 10.3 unless, as reasonably determined by such Person seeking indemnification hereunder or its counsel, representation of all such indemnified persons by the same counsel would be inappropriate due to actual or potential differing interests between them.

Payment of Costs and Expenses. The Borrower agrees Borrowers, jointly and severally, agree to pay on demand all reasonable expenses (inclusive of each value added tax or any other similar tax imposed thereon) of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of the single counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by such counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, with the negotiation, preparation, execution execution, and delivery of this Agreement and of each other Loan DocumentDocument (including schedules, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form forms of any document or instrument relevant to this Agreement or any other Loan Document), and any amendments, waivers, consents, supplements, or other modifications to this Agreement or any other Loan Document as from time to time may hereafter be required, whether or not the transactions contemplated hereby are consummated. The Borrower Borrowers, jointly and severally, further agrees agree to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender Parties harmless from all liability for, any stamp or other similar taxes (including, without limitation, any registration duty imposed by Belgian law) which may be payable in connection with the execution execution, delivery or delivery enforcement of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit Agreement or any other Loan DocumentsDocument, and in connection with the making of any Credit Extensions and the issuing of any Letters of Credit hereunder. The Borrower Borrowers, jointly and severally, also agrees agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Party upon demand for all reasonable out-of-pocket expenses (inclusive of value added tax or other similar tax imposed thereon and including reasonable attorneys' ’ fees and legal expensesexpenses (including actual cost to such Lender Party of its in-house counsel) on a full indemnity basis) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or each such Lender Party in connection with (x) the negotiation of any restructuring or "“work-out", ,” whether or not consummated, of any Obligations and (y) the enforcement of any Obligationsobligations, provided that the Borrowers, jointly and severally, shall reimburse each Lender Party for the fees and legal expenses of only one counsel for such Lender Party.

Payment of Costs and Expenses. The Borrower agrees and Guarantor agree to pay to Bank, on demand demand, all reasonable and necessary costs and expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) as provided in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each the other Loan Document, including schedules and exhibitsDocuments, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may all costs and expenses reasonably and necessarily incurred by Bank from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with this Agreement and the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The , including, without limitation, those reasonably and necessarily incurred in: (i) preparing, negotiating, amending, waiving or granting consent with respect to the terms of any or all of the Loan Documents; (ii) enforcing the Loan Documents; (iii) performing any of Borrower's or Guarantor's duties under the Loan Documents upon Borrower's or Guarantor's failure to perform them; (iv) filing financing statements, assignments or other documents relating to the Collateral (e.g., filing fees, registration taxes); (v) compromising, pursuing, or defending any controversy, action or proceeding resulting, directly or indirectly, from Bank's relationship with Borrower also agrees or Guarantor, regardless of whether Borrower or Guarantor is a party to reimburse each Agentsuch controversy, action or proceeding and whether the Documentation Agentcontroversy, action or proceeding occurs before or after all indebtedness owing to Bank by Borrower and Guarantor has been paid in full; provided, however, that Borrower and Guarantor shall not be liable to Bank for costs and expenses resulting from the Arranger, gross negligence or the Issuer and each Lender upon demand for all reasonable out-of-willful misconduct of Bank in connection therewith; (vi) enforcing or collecting any part of the indebtedness owing to Bank by Borrower or any guaranty contemplated under the Loan Documents; (vii) actual out of pocket expenses (including reasonable attorneys' fees of Bank incurred to employ collection agencies or other agents to collect any or all of the accounts and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations accounts receivables; and (yviii) obtaining independent appraisals of the enforcement Collateral from time to time as deemed reasonably necessary by Bank. Any amount due to Bank pursuant to this Section shall, if not paid upon demand, accrue interest at the per annum rate of any Obligations5 percentage points over Bank's base rate as adjusted from time to time.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgent) in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, and (bii) the filing, recording, refiling or rerecording of each Pledge Agreement and each any Security Agreement Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge AgreementSecurity Document, Security Agreement or Uniform Commercial Code financial statements; and (ciii) the preparation and review of the form of any document or instrument relevant to required by this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. Notwithstanding anything contained herein to the contrary, the Borrower shall not be responsible for any costs or expenses incurred by the Agent or any Lender in connection with the transactions contemplated by either of Section 10.11(a) or 10.11(b) hereof.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Lender (including the reasonable fees fees, costs and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the AgentsLender) in connection with: (a) the syndication by the Syndication Agent and the Arranger (i) any due diligence investigation of the Loans, Borrower and its Subsidiaries and (ii) the negotiation, preparation, execution and delivery and administration of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby or thereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement any Loan Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements supplements, amendments and restatements and other modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or the terms of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender harmless from all liability for, any stamp or other similar taxes which may be payable by it in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder hereunder, or the issuance of the Notes or Letters of Credit Revolving Note, or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Lender) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (xy) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (yz) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Borrowers agree (a) to pay on demand all reasonable expenses of or reimburse each of the Agents Agent and the Arranger (including the Joint Lead Arrangers for all its reasonable fees and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements of one counsel to the Agents and the Arranger Joint Lead Arrangers (including the fees and expenses of Mxxxx Xxxxx LLP), (b) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Joint Lead Arrangers, for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel to each Lender, the Joint Lead Arrangers, the Swing Line Lender and each Issuing Lender and of local counsel to the Agents, (c) to pay or foreign counselreimburse the Agents and the Joint Lead Arrangers for its documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including the fees and expenses of Mxxxx Xxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Joint Lead Arrangers harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, who which may be retained by counsel payable or determined to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution and delivery of, or delivery consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders and the Agents, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever other than Taxes (as to which Section 4.10 and Section 4.11 shall govern) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit Extensions made other Loan Documents, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrowers and any of its Subsidiaries, or any of the Properties, including the fees and expenses of such Indemnitee’s counsel (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) found by a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or final determination by another form of alternative dispute resolution chosen by the parties) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or the issuance of the Notes or Letters of Credit or under any other Loan DocumentsDocument, if such Loan Party has obtained a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or final determination by another form of alternative dispute resolution chosen by the parties) in its favor on such claim. The Borrower also agrees to reimburse each Agentagreements in this Section 11.6 shall survive repayment of the Loans, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Reimbursement Obligations and (y) the enforcement of all other amounts payable hereunder. This Section 11.6 shall not apply with respect to Taxes other than any ObligationsTaxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgent) in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, and (bii) the filing, recording, refiling or rerecording of each Pledge Agreement and each any Security Agreement Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge AgreementSecurity Document, Security Agreement or Uniform Commercial Code financial statements; and (ciii) the preparation and review of the form of any document or instrument relevant to required by this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Agent or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. Notwithstanding anything contained herein to the contrary, the Borrower shall not be responsible for any costs or expenses incurred by the Agent or any Lender in connection with the transactions contemplated by either of Section 10.11(a) or 10.11(b) hereof.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgent) in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, and (bii) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement any Collateral Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge AgreementCollateral Document, Security Agreement or Uniform Commercial Code financial statements; and (ciii) the preparation and review of the form of any document or instrument relevant to required by this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Agent or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. Notwithstanding anything contained herein to the contrary, the Borrower shall not be responsible for any costs or expenses incurred by the Agent or any Lender in connection with the transactions contemplated by either of Section 10.11.1 or 10.11.2 hereof.

Payment of Costs and Expenses. (a) The Borrower agrees to Borrowers shall pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and documented out-of-pocket expenses incurred by Agent, the Lead Arranger and their respective Affiliates (including, in each case, the fees, out-of-pocket charges and disbursements of Xxxxx Day, as outside counsel to the Agents Agent and the Arranger and of local or foreign counselLead Arranger, and, if anynecessary or appropriate, who may be retained by one local counsel to in each relevant jurisdiction), field exam costs, third party appraisal fees, and environmental review costs, the Agents) extent applicable, in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery and delivery of this Agreement and administration of each other Loan Credit Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Credit Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (bii) the syndication of the Credit Extensions provided herein; (iii) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement any Credit Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements supplements, amendments and restatements and other modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Credit Document; and (civ) the preparation and review of the form of any document or instrument relevant to this Agreement any Credit Document. (b) The Borrowers shall pay all reasonable and documented out-of-pocket expenses incurred by the Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any other Loan Document. demand for payment thereunder. (c) The Borrower further agrees to pay, Borrowers shall pay and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders shall hold each Secured Party harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Credit Document, the Credit Extensions made hereunder or the issuance of any Notes. The Borrowers shall pay all costs and expenses incurred by each Secured Party (including the Notes fees, charges and expenses of counsel for the Agent and the Lenders or other advisor or consultant for any Secured Party), in connection with the enforcement or protection of its rights, including in connection with any waiver, amendment, forbearance, out-of-court restructuring or otherwise (i) in connection with this Agreement and the other Credit Documents, including its rights under this Section, or (ii) in connection with the Loans made or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agentissued hereunder, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for including all reasonable such out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agentduring any workout, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether negotiations in respect of such Loans or not consummated, Letters of any Obligations and (y) the enforcement of any ObligationsCredit.

Payment of Costs and Expenses. (a) The Borrower agrees to pay on demand all reasonable and documented fees and expenses of each of the Agents and the Arranger Finance Parties (including the reasonable and documented fees and out-of-pocket expenses of external counsel to the Agents and the Arranger Finance Parties and of local or foreign counsel, if any, who may be retained by counsel to the AgentsFinance Parties; provided that the Borrower shall only be required to pay the fees of one collective counsel to the Finance Parties per relevant jurisdiction) in connection with with (ai) structuring the syndication by the Syndication Agent transactions contemplated hereby and the Arranger of the Loans, (ii) the negotiation, preparation, review, printing and execution and delivery of this Agreement and the other Finance Documents and the completion of the transactions contemplated hereby and thereby, in each case whether or not the transactions contemplated hereby are consummated. (b) In addition, the Borrower agrees to pay the following: (i) the documented fees and out-of-pocket expenses of the Funding Entity for which the Finance Parties are responsible (directly or through the CDC Funding Agents) under clause 19 (Frais) of the Funding Agreement to the extent that they arise as a result of (A) any amendments, waivers, consents, supplements or other Loan Documentmodifications to the Funding Agreement as may from time to time hereafter be (I) consented to, including schedules or requested, by the Borrower, (II) required to correspond to changes to the Construction Contract or waivers of or amendments to the Finance Documents and/or (III) required due to the occurrence of a Default that is continuing and/or (B) a Default that is continuing; and (ii) the documented fees and exhibitsout-of-pocket expenses of external counsel to the Finance Parties and of local counsel, and if any, who may be retained by counsel to the Finance Parties (provided that, except after acceleration of the Obligations pursuant to Clause 10.3 (Action if Other Event of Default), the Borrower shall only be required to pay the fees of one collective counsel to the Finance Parties per relevant jurisdiction) in connection with (A) any amendments, waivers, consents, supplements or other modifications to this Agreement or any and/or the other Loan Document Finance Documents as may from time to time hereafter be requested or required, (B) the Finance Parties monitoring the transactions contemplated hereby or preserving their rights under the Finance Documents and (C) the Finance Parties exercising remedies or otherwise enforcing their rights under the Finance Documents, in each case whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and. (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save keep the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Finance Parties harmless from all liability for, any stamp stamp, recording, documentary or other similar taxes which may be payable in connection with arising from the execution execution, delivery or delivery enforcement of this AgreementAgreement or the borrowing hereunder. (d) Without prejudice to paragraph (b) above, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Finance Parties upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender Finance Parties in connection with (xa) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations and (yb) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Upon written demand from the Administrative Agent, any Funding Agent, any Conduit Investor or any Committed Note Purchaser, the Issuer agrees to pay on the Payment Date immediately following the Issuer’s receipt of such written demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent, such Funding Agent, such Conduit Investor and/or such Committed Note Purchaser, as applicable (including the reasonable fees and out-of-pocket expenses of counsel to the Agents each Conduit Investor and the Arranger and of local or foreign counseleach Committed Note Purchaser, if any, who may be retained by counsel to as well as the Agentsfees and expenses of the rating agencies providing a rating in respect of any Commercial Paper) in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Loan Issuer Related Document, including schedules and exhibits, and any liquidity, credit enhancement or insurance documents of a Program Support Provider with respect to a Conduit Investor relating to the Issuer Notes and any amendments, waivers, consents, supplements or other modifications to this Agreement or any and each other Loan Document Issuer Related Document, as may from time to time hereafter be requiredproposed, whether or not the transactions contemplated hereby or thereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (cii) the preparation and review consummation of the form of any document or instrument relevant to transactions contemplated by this Agreement or any and each other Loan Issuer Related Document. The Borrower Upon written demand, the Issuer further agrees to paypromptly pay upon written demand, provided that following a Liquidation Event any fees, costs and expenses of the Issuer Security Trustee have been paid or provided for, and to save the Agents, the Documentation Administrative Agent, the Arrangereach Funding Agent, the Issuer each Conduit Investor and the Lenders each Committed Note Purchaser harmless from all liability forfor (i) any breach by the Issuer of its obligations under this Agreement and (ii) all reasonable costs incurred by the Administrative Agent, any stamp such Funding Agent, such Conduit Investor or other similar taxes which may be payable such Committed Note Purchaser (including, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent, such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any) in connection with the execution or delivery of enforcing this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower Issuer also agrees to reimburse each the Administrative Agent, the Documentation each Funding Agent, the Arranger, the Issuer each Conduit Investor and each Lender Committed Note Purchaser upon demand for all reasonable out-of-pocket expenses incurred by the Administrative Agent, such Funding Agent, such Conduit Investor or such Committed Note Purchaser (including including, the reasonable attorneys' fees and legal expenses) incurred by such out-of-pocket expenses of counsel to the Administrative Agent, the Documentation such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any and the Arranger, the Issuer or such Lender reasonable fees and out-of-pocket expenses of any third-party servicers and disposition agents) in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations the Issuer Related Documents and (y) the enforcement of, or any waiver or amendment requested under or with respect to, the terms of this Agreement, any Obligationsother of the Issuer Related Documents or any FleetCo Related Documents. Any fees, costs, expenses or other amounts payable pursuant to the paragraph directly above shall constitute Issuer Operating Expenses and Carrying Charges for the purposes of the Issuer Related Documents. Notwithstanding any of the foregoing, the Issuer shall have no obligation to reimburse any Committed Note Purchaser or Conduit Investor for any of the fees and/or expenses incurred by such Committed Note Purchaser and/or Conduit Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Issuer Notes pursuant to Sub-Clause 9.2 or 9.3.

Payment of Costs and Expenses. (a) The Borrower agrees to pay on demand all reasonable and documented fees and expenses of each of the Agents and the Arranger Finance Parties (including the reasonable and documented fees and out-of-pocket expenses of external counsel to the Agents Finance Parties in France, England and the Arranger United States; provided that the Borrower shall only be required to pay the fees of one collective counsel to the Finance Parties per each such jurisdiction) in connection with (i) structuring the transactions contemplated hereby and (ii) the negotiation, preparation, review, printing and execution of this Agreement and the other Finance Documents and the completion of the transactions contemplated hereby and thereby, in each case whether or not the transactions contemplated hereby are consummated. (b) In addition, the Borrower agrees to pay the documented fees and out-of-pocket expenses of external counsel to the Finance Parties and of local or foreign counsel, if any, who may be retained by counsel to the AgentsFinance Parties (provided that, except after acceleration of the Obligations pursuant to Clause 10.3 (Action if Other Event of Default), the Borrower shall only be required to pay the fees of one collective counsel to the Finance Parties per relevant jurisdiction) in connection with with (aA) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any and/or the other Loan Document Finance Documents as may from time to time hereafter be requested or required, (B) the Finance Parties monitoring the transactions contemplated hereby or preserving their rights under the Finance Documents and (C) the Finance Parties exercising remedies or otherwise enforcing their rights under the Finance Documents, in each case whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and. (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save keep the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Finance Parties harmless from all liability for, any stamp stamp, recording, documentary or other similar taxes which may be payable in connection with arising from the execution execution, delivery or delivery enforcement of this AgreementAgreement or the borrowing hereunder. (d) Without prejudice to paragraph (b) above, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Finance Parties upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender Finance Parties in connection with (xa) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations and (yb) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable non-duplicative fees and out-of-pocket reasonable expenses of counsel to the Agents and the Arranger (including expenses of in-house counsel) and of local or foreign counsel, if any, who may be retained by counsel to the Agentssuch counsel) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, syndication and delivery of this Agreement and of each the other Loan DocumentDocuments, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any the other Loan Document Documents as may from time to time hereafter be required, whether or not the transactions contemplated hereby or thereby are consummated;; and (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement preparation and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Administrative Agent and the Lenders Banks harmless from all liability for, any stamp or other similar Taxes (other than income taxes of the Administrative Agent or the Banks) which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder borrowing hereunder, or the issuance of the Notes or Letters of Credit or any other Loan DocumentsDocument. The Borrower also agrees to reimburse each the Administrative Agent, the Documentation Agent, the Arranger, the Issuer Agents and each Lender Bank upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Administrative Agent or such Lender Bank in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsLiabilities and the consideration of legal issues relevant hereto and thereto whether or not such expenses are incurred by the Administrative Agent on its own behalf or on behalf of the Banks. All obligations of the Borrower provided for in this Section 15.4 shall survive termination of this Agreement. Notwithstanding the foregoing, the Administrative Agent, the Agents or a Bank shall not have the right to reimbursement under this Section 15.4 for amounts determined by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of the Administrative Agent or a Bank.

Payment of Costs and Expenses. The Borrower Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (in all other cases), all reasonable expenses of the Administrative Agent, each of the Agents initial Funding Agent and the Arranger each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Agents and the Arranger and of local or foreign counselforegoing, if any, who may be retained by counsel to as well as the Agentsfees and expenses of the Rating Agencies) in connection with with (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Related Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; proposed (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document“Amendment Expenses”). The Borrower Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to save hold the Agents, the Documentation Administrative Agent, the Arranger, the Issuer each Funding Agent and the Lenders each Lender Party harmless from all liability forfor (x) any breach by the Master Issuer of its obligations under this Agreement, (y) all reasonable costs incurred by the Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (z) any stamp or other similar taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, the Credit Extensions made hereunder (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Notes or Letters Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Loan DocumentsRelated Documents (“Other Post-Closing Expenses”). The Borrower Master Issuer also agrees to reimburse each reimburse, subject to and in accordance with the Priority of Payments, the Administrative Agent, the Documentation Agent, the Arranger, the Issuer such Funding Agent and each such Lender Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such the Administrative Agent, the Documentation Agent, the Arranger, the Issuer or such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any Obligationspart of its respective rights and obligations under this Agreement and the Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees and out-of-pocket expenses of Xxxxx Xxxxx LLP, special New York counsel to the Agents and the Arranger Administrative Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAdministrative Agent) in connection with: (a) the syndication by the Syndication Agent and the Arranger Agents of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby thereby are consummated; (b) the filing, recording, refiling or rerecording of each Mortgage, each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements or other instruments relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Mortgage, Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsSecurity Agreement; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation each Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder hereunder, or the issuance of the Notes or and Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each the Administrative Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expenses) incurred by such the Administrative Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Micro agrees to pay on demand all reasonable expenses (inclusive of each value added tax or any other similar tax imposed thereon) of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of the single counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by such counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, with the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document (including schedules, exhibits, and forms of any document or instrument relevant to this Agreement or any other Loan Document, including schedules and exhibits), and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower Micro further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender Parties harmless from all liability for, any stamp or other similar taxes (including, without limitation, any registration duty imposed by Belgian law) which may be payable in connection with the execution execution, delivery or delivery enforcement of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit Agreement or any other Loan DocumentsDocument, and in connection with the making of any Credit Extensions and the issuing of any Letters of Credit hereunder. The Borrower Micro also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Party upon demand for all reasonable out-of-pocket expenses (inclusive of value added tax or any other similar tax imposed thereon and including reasonable attorneys' fees and legal expensesexpenses (including the actual cost to such Lender Party of its in-house counsel) on a full indemnity basis) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or each such Lender Party in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations; provided, however, that Micro shall reimburse each Lender Party for the fees and legal expenses of only one counsel for such Lender Party.

Payment of Costs and Expenses. The Borrower agrees Borrowers jointly and severally agree to pay on demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees and out-of-pocket expenses of Xxxxx, Xxxxx & Xxxxx, special New York counsel to the Agents and the Arranger Administrative Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAdministrative Agent) in connection with: (a) the syndication by the Syndication Agent and the Arranger Agents of the Loans, the TLCs, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Mortgage, each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements or other instruments relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Mortgage, Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsSecurity Agreement; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower Borrowers further agrees jointly and severally agree to pay, and to save the Agents, the Documentation each Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder hereunder, or the issuance of the Notes or Notes, the TLCs and Letters of Credit or any other Loan Documents. The Borrower Borrowers also agrees agree to reimburse each the Administrative Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such the Administrative Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in -110- connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each the Administrative Agent, the Collateral Agent and, with respect to clause (d) below after the occurrence of an Event of Default, the Agents and the Arranger Lenders (including the reasonable fees and out-of-pocket expenses of counsel to for the Agents Administrative Agent, the Collateral Agent and the Arranger Lenders and of local or foreign counsel, if any, who may be retained by counsel to the Agentssuch counsel) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Related Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Related Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby or thereby are consummated;, and (b) the filing, recording, refiling or rerecording of each any of the Related Documents (including the Pledge Agreement and each Security Agreement Agreements) and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreementthe Related Documents, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and and/or review of the form of any document or instrument relevant to this Agreement or any other Loan Related Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses and (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (xd) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations Liabilities. The Borrower further agrees to pay, and to save the Co-Agents, the Administrative Agent, the Collateral Agent and the Lenders harmless from all liability for, any stamp or other Taxes which may be payable in connection with the execution or delivery of this Agreement, the Borrowings hereunder, or the issuance of the Notes or any other Related Documents. The Borrower also agrees to reimburse the Co-Agents, the Administrative Agent, the Collateral Agent and each Lender upon demand for all reasonable expenses (yincluding reasonable attorneys' fees and legal expenses) incurred by the Administrative Agent, the Collateral Agent or such Lender in connection with the enforcement of any ObligationsLiabilities and the consideration of legal issues relevant thereto. All obligations of the Borrower provided for in this Section 15.4 shall survive termination of this Agreement.

Payment of Costs and Expenses. The Borrower agrees to pay or reimburse on demand all reasonable and documented costs and expenses of each of the Agents and the Arranger (including the reasonable reasonable, itemized fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or and foreign counsel, if any, who may be retained by counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement any Loan Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements supplements, amendments and restatements and other modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or the terms of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation each Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder hereunder, or the issuance of the Notes or Notes, Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expensesexpenses of counsel to each Agent, the Issuer and each Lender) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out"" with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Borrowers, jointly and severally, agree to pay on demand all reasonable and documented expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees and out-of-pocket expenses of Mayer, Brown, Xxxx & Maw LLP, counsel to the Agents and the Arranger Administrative Agent and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsAdministrative Agent) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement each Loan Document and of each other Shareholder Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document and any Shareholder Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Loan Document (including the Filing Statements) or any Shareholder Loan Document and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement any Loan Document or any other Shareholder Loan Document. The Borrower further agrees Borrowers further, jointly and severally, agree to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, each Shareholder Loan Document the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Borrower also agrees Borrowers also, jointly and severally, agree to reimburse each Agent, the Documentation Agent, Administrative Agent (in the Arranger, the Issuer case of clauses (x) and (y) below) and each Lender other Secured Party (in the case of clause (y) below) upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Administrative Agent (and in the case of clause (y) below, each other Secured Party)) incurred by such Agentthe Administrative Agent (and in the case of clause (y) below, the Documentation Agent, the Arranger, the Issuer or such Lender each other Secured Party)) in connection with (x) the negotiation of any restructuring or "“work-out"” with any Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. (i) The Borrower agrees to shall, whether or not the transactions herein contemplated are consummated, pay on demand or reimburse: all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and invoiced out-of-pocket costs and expenses of counsel to each Credit Party (including all commissions, charges, costs and expenses for the Agents conversion of currencies and all other costs, charges and expenses, including all fees and Periodic Expenses of the Arranger and of local or foreign legal counsel, if anyconsultants and advisors for any of the foregoing) made, who may be retained by counsel to the Agents) paid, suffered or incurred in connection with with (aA) the syndication by the Syndication Agent and the Arranger of the Loanstranslation, the negotiation, preparation, execution and delivery and, where appropriate, authentication, registration and recordation of this Agreement Common Agreement, the other Transaction Documents and any other documents and instruments related hereto or thereto (including legal opinions), and (B) the authentication, registration, translation and recordation (where appropriate) of any of the Transaction Documents and the delivery of the evidences of Indebtedness relating to the Advances and the disbursements thereof. (ii) The Borrower shall also pay or reimburse all out-of-pocket costs and expenses of each Credit Party (including all commissions, charges, costs and expenses for the conversion of currencies and all other Loan Documentcosts, charges and expenses including schedules all fees and exhibitsPeriodic Expenses of the legal counsel, consultants and advisors for any amendmentsof the foregoing) made, waiverspaid, consentssuffered or incurred in connection with (A) any amendment or modification to, supplements or other modifications to the protection or preservation of any right or claim under, or consent or waiver in connection with, this Common Agreement or any other Loan Document as may Transaction Document, any such other document or instrument related hereto or thereto or any Collateral Security, and (B) the administration, preservation in full force and effect and enforcement (including with respect to a work out) of this Common Agreement, the other Transaction Documents and any other documents and instruments referred to herein or therein (including the fees and disbursements of counsel for each Credit Party and travel costs), and (C) the fees and expenses of the Lender’s Engineer and other Independent Consultants from time to time hereafter be requiredretained pursuant to the Loan Documents. (b) The Borrower shall, whether or not the transactions herein contemplated hereby are consummated; , (bi) indemnify each of the filingCredit Parties (each an “Indemnified Person” and, recordingcollectively, refiling or rerecording of each Pledge Agreement the “Indemnified Parties”) and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto of its respective officers, directors, employees, representatives, attorneys and all amendments, supplements agents from and modifications to any thereof and hold each of them harmless against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other documents proceeding or instruments inquiry (whether or not such Indemnified Person is a party thereto) related to the entering into and performance of further assurance required any Transaction Document or the disbursement of, or use of the proceeds of, any DOE-Guaranteed Loans or the consummation of any transactions contemplated herein or in any Transaction Document, including the fees and Periodic Expenses of counsel selected by such Indemnified Person incurred in connection with any such investigation, litigation or other proceeding or in connection with enforcing the provisions of this Section 13.17 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements to be filed the extent incurred by reason of the gross negligence or recorded willful misconduct of the Indemnified Person or refiled its officers, directors, employees, representatives, attorneys or rerecorded agents, as the case may be, as determined pursuant to a final, non-appealable judgment by the terms hereof or a court of such Pledge Agreementcompetent jurisdiction) (collectively, Security Agreement or Uniform Commercial Code financial statements; and“Indemnity Claims”). (c) Without limitation to the preparation provisions of Section 13.17(b) above, the Borrower agrees to defend, indemnify and review hold harmless each Indemnified Person and each of its respective directors, officers, shareholders, agents, employees, participants, successors and assigns, from and against any and all Claims. (d) All sums paid and costs incurred by any Indemnified Person with respect to any matter indemnified hereunder shall bear interest at the Late Charge Rate applicable to their respective Advances from the date the Borrower receives notice thereof from such Indemnified Person, until reimbursed by the Borrower, and all such sums and costs shall be added to the Secured Obligations and be secured by the Security Documents and shall be immediately due and payable on demand. Each such Indemnified Person shall promptly notify the Borrower in a timely manner of any such amounts payable by the Borrower hereunder, provided that any failure to provide such notice shall not affect the Borrower’s obligations under this Section 13.17., (i) Each Indemnified Person within ten (10) days after the receipt by it of notice of the form commencement of any document action for which indemnity may be sought by it, or instrument relevant by any Person controlling it, from the Borrower on account of the agreements contained in this Section 13.17, shall notify the Borrower in writing of the commencement thereof, but the failure of such Indemnified Person to so notify the Borrower of any such action shall not release the Borrower from any liability that it may have to such Indemnified Person, except to the extent that the Borrower is actually prejudiced by such delay. (ii) To the extent that the undertaking in the preceding clauses of this Section 13.17 may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under Governmental Rules to the payment and satisfaction of such undertakings. (iii) The provisions of this Section 13.17 shall survive foreclosure under the Security Documents and satisfaction or discharge of the Secured Obligations, and shall be in addition to any other rights and remedies of any Indemnified Person. (iv) Any amounts payable by the Borrower pursuant to this Agreement Section 13.17 shall be payable within the later to occur of (i) [*****] after the Borrower receives an invoice for such amounts from any applicable Indemnified Person, and (ii) [*****] to the date on which such Indemnified Person expects to pay such costs on account of which the Borrower’s indemnity hereunder is payable, and if not paid by such applicable date shall bear interest at the Late Charge Rate from and after such applicable date until paid in full. (v) The Borrower shall be entitled, at its expense, to participate in the defense thereof provided that such Indemnified Person shall have the right to retain its own counsel, at the Borrower’s expense, and such participation by the Borrower in the defense thereof shall not release the Borrower of any liability that it may have to such Indemnified Person. Any Indemnified Person against whom any Claim is made shall be entitled, after consultation with the Borrower and upon consultation with legal counsel wherein such Indemnified Person is advised that such Claim is meritorious, to compromise or settle any such Claim. Any such compromise or settlement shall be binding upon the Borrower for purposes of this Section 13.17. (vi) Upon payment of any Claim by the Borrower pursuant to this Section 13.17, the Borrower, without any further action, shall be subrogated to any and all claims that such Indemnified Person may have relating thereto, and such Indemnified Person shall at the request and expense of the Borrower cooperate with the Borrower and give at the request and expense of the Borrower such further assurances as are necessary or advisable to enable the Borrower vigorously to pursue such claims. (vii) Notwithstanding any other Loan Document. The Borrower further agrees to pay, and to save the Agentsprovision of this Section 13.17, the Documentation AgentBorrower shall not be entitled to any (i) notice, (ii) participation in the Arrangerdefense of, (iii) consent rights with respect to any compromise or settlement, or (iv) subrogation rights, in each case except as otherwise provided for pursuant to this Section with respect to any action, suit or proceeding against the Issuer and the Lenders harmless from all liability forBorrower, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder Holdings or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsSponsor.

Payment of Costs and Expenses. The (a) Subject to the proviso of the last sentence of clause (d) of Section 7.1.5, the Borrower agrees to pay on demand all reasonable fees and out-of-pocket expenses of each of the Agents Administrative Agent and the Arranger its Related Parties (including including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Agents Administrative Agent and the Arranger accountants, appraisers, investment bankers, environmental advisors, management consultants and of local or foreign counselother consultants, if any, who may be retained by counsel to the AgentsAdministrative Agent) that are actually incurred in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, credit facilities provided for herein; (ii) the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Loan DocumentDocument (including with respect to due diligence matters, including schedules the preparation of additional Loan Documents, the review and exhibitspreparation of agreements, instruments or documents pursuant to Article V and Section 7.1.9), and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, and the Administrative Agent’s consideration of their rights and remedies hereunder or in connection herewith from time to time whether or not the transactions contemplated hereby or thereby are consummated; (biii) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof the Loan Documents and any and all other documents or security instruments of further assurance required to be filed or recorded or refiled or rerecorded by executed in connection with the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andtransactions contemplated hereby; (civ) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. ; (v) sums paid or incurred to pay any amount or take any action required by the Borrower or any other Loan Party under the Loan Documents that the Borrower or any such Loan Party fail to pay or take; and (vi) costs of appraisals, field exams, inspections and verification of the Collateral, including, without limitation, travel, lodging, meals and other charges, including the costs, fees and expenses of independent auditors and appraisers. (b) The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' including, without limitation, the fees and out-of-pocket expenses of legal expensescounsel and consultants to each Lender Party who may be retained by each such Lender Party) actually incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such each Lender Party in connection with (xi) the consideration of their rights and remedies hereunder in connection with any current or prospective Default or Event of Default; (ii) the negotiation of any restructuring or "“work-out", ,” whether or not consummated, of any Obligations and Obligations; (yiii) the enforcement or protection of its rights in connection with this Agreement or any other Loan Document or any permitted Rate Protection Agreement or any document or agreement relating to or on account of any ObligationsSecured Bank Product; and (iv) any litigation, dispute, suit or proceeding relating to this Agreement or any Loan Document. (c) [reserved]. (d) All amounts due under this Section shall be payable promptly and, in any event, not later than ten (10) days after demand therefor.

Payment of Costs and Expenses. The Borrower agrees Obligors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of the Agents Credit Provider and the Arranger each L/C Issuing Bank and each initial Investor (including the reasonable fees and out-of-pocket expenses of one external counsel to for the Agents and the Arranger and of local or foreign counselSeries 2021-1 Class A-1 Administrative Agent, if any, who may be retained by and one external counsel to for the Agentsinitial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with with (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Transaction Document as may from time to time hereafter be requiredproposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor harmless from all liability for (x) any breach by the Co-Issuers of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of Transaction Documents and (z) any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, the Credit Extensions made hereunder or (2) any Borrowing hereunder, (3) the issuance of the Notes or Letters Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Loan Transaction Documents. The Borrower Co-Issuers and the Asset Entities also agrees jointly and severally agree to reimburse each reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, the Documentation Agent, the Arranger, the Issuer such Funding Agent and each Lender Investor upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor for any of the fees and legal expenses) and/or expenses incurred by such Agent, Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Documentation Agent, the Arranger, the Issuer Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsSection 9.17.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Lead Arrangers (including the reasonable fees fees, internal charges and out-of-pocket expenses of counsel to the Agents and the Arranger Lead Arrangers, which attorneys may be employees of the Agents or Lead Arrangers, and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgents and the Lead Arrangers) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, syndication, due diligence, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, and (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document; provided, however, that the Borrower shall not be obligated to pay for expenses incurred by the Agent or a Lender in connection with the assignment of Loans to an Assignee Lender pursuant to Section 10.11.1 or the sale of Loans to a Participant pursuant to Section 10.11.2, and the Borrower shall only be obligated to pay to the Agent an amount equal to $100 (unless otherwise agreed to by the Agent), multiplied by the then existing number of Lenders, in respect of each Competitive Bid Loan Request submitted by the Borrower (payable on the date of submission of such request). The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Agents and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Agents and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expenses, and the allocated costs of staff counsel) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Agents or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Co-Issuers jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before five (5) Business Days after written demand (in all other cases), all reasonable expenses of the Administrative Agent, each of the Agents initial Funding Agent and the Arranger each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Agents and the Arranger and of local or foreign counselforegoing, if any, who may be retained by counsel to as well as the Agentsfees and expenses of the Rating Agencies) in connection with with (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Related Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; proposed (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document“Class A-1 Amendment Expenses”). The Borrower Co-Issuers further agrees jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to save hold the Agents, the Documentation Administrative Agent, the Arranger, the Issuer each Funding Agent and the Lenders each Lender Party harmless from all liability forfor (x) any breach by the Co-Issuers of their obligations under this Agreement, (y) all reasonable costs incurred by the Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (z) any stamp or other similar taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, the Credit Extensions made hereunder (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Notes or Letters Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Loan DocumentsRelated Documents (“Other Post-Closing Expenses”). The Borrower Co-Issuers also agrees agree to reimburse each reimburse, subject to and in accordance with the Priority of Payments, the Administrative Agent, the Documentation Agent, the Arranger, the Issuer such Funding Agent and each such Lender Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such the Administrative Agent, the Documentation Agent, the Arranger, the Issuer or such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any Obligationspart of its respective rights and obligations under this Agreement and the Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. (i) The Borrower agrees to pay pay, promptly and in any event on demand all reasonable expenses the next Settlement Date subject to the Priority of each of the Agents and the Arranger (including Payments, the reasonable fees and documented out-of-pocket costs, fees and expenses of counsel to the Agents Administrative Agent, Paying Agent, and the Arranger and of local or foreign counselCollateral Trustee, if any, who may be retained by counsel to the Agents) in connection with : (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery, and delivery administration of this Agreement and of each the other Loan DocumentTransaction Documents, including schedules and exhibits(ii) any required filings or recordings with any applicable Governmental Authority, and (iii) subject to the terms of Sections 5.02(g) and 6.01(i), the periodic due diligence reviews, AUP Letters, any other periodic auditing or inspection, and ongoing monitoring of the Facility which, if no Amortization Event, Default or Event of Default has occurred and is continuing, shall not exceed, in aggregate, $200,000 per contract year with respect to amounts charged therefor by or reimbursable to the Administrative Agent, (iv) legal services (but subject to any mutually agreed fee cap for the legal fees arising in connection with the initial negotiating, documenting and closing of the Transaction Documents). (ii) The Borrower agrees to pay, promptly and in any event on the next Settlement Date subject to the Priority of Payments, all reasonable documented out-of-pocket costs, fees and expenses (including reasonable legal costs, fees and expenses) incurred by the Administrative Agent, Paying Agent, Collateral Trustee, Backup Servicer, or any Lender as a consequence of, or in connection with, (A) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Transaction Document as (provided, that the Lenders shall not hire separate outside counsel from the Administrative Agent in connection with an amendment, waiver, consent, supplement or other modification unless, in the reasonable judgment of such Lender, its interests may from time to time hereafter be requiredin conflict or different than the interests of the Administrative Agent or the other Lenders), (B) the negotiation of any restructuring or “work-out,” whether or not consummated, of the transactions contemplated hereby are consummated; Transaction Documents, (bC) the filingreplacement of, recordingor the addition of a new Person as, refiling the Originator, Servicer, Backup Servicer, Sub-Backup Servicer, Account Bank, or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendmentsCustodian (provided, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by that the terms hereof or Lenders shall not hire separate outside counsel from the Administrative Agent in connection with such replacement unless, in the reasonable judgment of such Pledge AgreementLender, Security Agreement its interests may be in conflict or Uniform Commercial Code financial statements; and different than the interests of the Administrative Agent or the other Lenders), (cD) the preparation and review enforcement or potential enforcement of the form of any document or instrument relevant to this Agreement or any other Loan Transaction Document against the Borrower, Seller or Servicer or protection or exercise of the rights and remedies of any such Person under any Transaction Document. The Borrower further agrees to pay, including, without limitation, the taking of any Enforcement Action, and to save the Agents(E) any stamp, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp documentary or other similar taxes Taxes which may be payable by such Person in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit Agreement or any other Loan Documents. The Borrower also agrees to reimburse each Agent, Transaction Document or the Documentation Agent, making of the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsLoan.

Payment of Costs and Expenses. (i) The Borrower agrees to pay pay, promptly and in any event on demand all reasonable expenses the next Settlement Date subject to the Priority of each of the Agents and the Arranger (including Payments, the reasonable fees and out-documented out- of-pocket costs, fees and expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) Administrative Agent in connection with : (aw) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery, and delivery administration of this Agreement and the other Transaction Documents, (x) any required filings or recordings with any applicable Governmental Authority, (y) subject to the terms of each Sections 5.02(g) and 6.01(i), the periodic due diligence reviews, AUP Letters, any other Loan Document, including schedules and exhibitsperiodic auditing or inspection, and ongoing monitoring of the Facility which, if no Amortization Event, Default or Event of Default has occurred and is continuing, shall not exceed, in the case of this clause (y), in the aggregate $[*****] per contract year with respect to amounts charged therefor by or reimbursable to the Administrative Agent, and (z) legal services (but subject to a cap of $[*****] for the legal fees arising in connection with the initial negotiating, documenting and closing of the Transaction Documents). (ii) The Borrower agrees to pay, promptly and in any event on the next Settlement Date subject to the Priority of Payments, all reasonable documented out-of- pocket costs, fees and expenses (including reasonable legal costs, fees and expenses of a single outside counsel) incurred by the Administrative Agent, Backup Servicer (if applicable), or any Lender as a consequence of, or in connection with, (A) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be requiredTransaction Document, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (xB) the negotiation of any restructuring or "“work-out", ,” whether or not consummated, of any Obligations the Transaction Documents, (C) the replacement of, or the addition of a new Person as, the Servicer, Account Bank, or Custodian, and (yD) the enforcement or potential enforcement of this Agreement or any other Transaction Document against the Borrower, Seller or Servicer or protection or exercise of the rights and remedies of any Obligationssuch Person under any Transaction Document, including, without limitation, the taking of any Enforcement Action.

Payment of Costs and Expenses. The Borrower agrees Revolving Credit Borrowers jointly and severally agree to pay on demand all reasonable expenses of each of the Agents and the Arranger Collateral Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger Collateral Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgents and the Collateral Agent) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Revolving Credit Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Revolving Credit Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Revolving Credit Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, (b) the filing, recording, refiling re-filing or rerecording re-recording of each Revolving Credit Mortgage, each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled re-filed or rerecorded re-recorded by the terms hereof or of such Revolving Credit Mortgage, Pledge Agreement or Security Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Revolving Credit Document. The Borrower Revolving Credit Borrowers further agrees jointly and severally agree to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Collateral Agent and the Revolving Credit Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Revolving Credit Extensions Loans made hereunder or hereunder, the issuance of the Notes or Notes, the issuance of the Revolving Credit Letters of Credit Credit, or any other Loan Revolving Credit Documents. The Borrower Revolving Credit Borrowers jointly and severally also agrees agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Collateral Agent and each Revolving Credit Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Collateral Agent or such Revolving Credit Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Revolving Credit Obligations and (y) the enforcement of any Revolving Credit Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay ----------------------------- on demand all reasonable expenses of each of the Agents and the Arranger Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgent) in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, and (bii) the filing, recording, refiling or rerecording of each Pledge Agreement and each any Security Agreement Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge AgreementSecurity Document, Security Agreement or Uniform Commercial Code financial statements; and (ciii) the preparation and review of the form of any document or instrument relevant to required by this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.. Notwithstanding anything contained herein to the contrary, the Borrower shall not be responsible for any costs or expenses incurred by the Agent or any Lender in connection with the transactions contemplated by either of Section 10.11(a) or 10.11(b) hereof. ---------------- --------

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger Xxxxxxxx & Xxxxx LLP, its counsel, and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsAdministrative Agent) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Loan Document (including the Filing Statements) and all amendments, supplements supplements, amendments and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Credit Party harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Borrower also agrees to reimburse each Agent, Lender and the Documentation Agent, the Arranger, the Issuer and each Lender Administrative Agent upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of one counsel (and any local counsel) to each of the Administrative Agent and Macquarie Bank Limited and one or, if and to the extent necessary as a result of conflicts of interest, more counsel to the other Lenders) incurred by such Agent, any Lender and the Documentation Agent, the Arranger, the Issuer or such Lender Administrative Agent in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and Obligations, (y) the enforcement of any ObligationsObligations or (z) the exercise of any right or remedy under any Loan Document.

Payment of Costs and Expenses. The Borrower agrees (a) Subject to the proviso of the last sentence of clause (d) of Section 7.1.5, the Borrowers agree to pay on demand all reasonable fees and out-of-pocket expenses of each of the Agents Administrative Agent, its directors, officers, employees, agents, Affiliates and the Arranger their Related Parties (including including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Agents Administrative Agent and the Arranger accountants, appraisers, investment bankers, environmental advisors, management consultants and of local or foreign counselother consultants, if any, who may be retained by counsel to the AgentsAdministrative Agent) that are actually incurred in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, credit facilities provided for herein; (ii) the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Loan DocumentDocument (including with respect to due diligence matters, including schedules the preparation of additional Loan Documents, the review and exhibitspreparation of agreements, instruments or documents pursuant to Article V and Section 7.1.9), and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, and the Administrative Agent’s consideration of their rights and remedies hereunder or in connection herewith from time to time whether or not the transactions contemplated hereby or thereby are consummated; (biii) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof the Loan Documents and any and all other documents or security instruments of further assurance required to be filed or recorded or refiled or rerecorded by executed in connection with the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andtransactions contemplated hereby; (civ) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees ; (v) sums paid or incurred to pay, and to save pay any amount or take any action required by the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit Borrowers or any other Loan Documents. Party under the Loan Documents that the Borrowers or any such Loan Party fail to pay or take; and (vi) costs of appraisals, field exams, inspections and verification of the Collateral, including, without limitation, travel, lodging, meals and other charges, including the costs, fees and expenses of independent auditors and appraisers. (b) The Borrower also agrees Borrowers further agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' including, without limitation, the fees and out-of-pocket expenses of legal expensescounsel and consultants to each Lender Party who may be retained by each such Lender Party) actually incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such each Lender Party in connection with (xi) the consideration of their rights and remedies hereunder in connection with any current or prospective Default or Event of Default; (ii) the negotiation of any restructuring or "“work-out", ,” whether or not consummated, of any Obligations and Obligations; (yiii) the enforcement or protection of its rights in connection with this Agreement or any Obligationsother Loan Document or any permitted Rate Protection Agreement; and (iv) any litigation, dispute, suit or proceeding relating to this Agreement or any Loan Document. (c) [reserved]. (d) All amounts due under this Section shall be payable promptly and, in any event, not later than ten (10) days after demand therefor.

Payment of Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable expenses of the Agent and each of the Agents and the Arranger Lender (including the reasonable fees and out-of-pocket expenses of internal and external counsel to the Agents Agent and the Arranger each Lender and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgent) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, (b) the filing, recording, refiling or rerecording of each the Mortgages, the Security Agreements, the Pledge Agreement and each Security Agreement Agreements and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements supplements, and modifications to to, and all releases and terminations of, any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such the Mortgages, the Security Agreements and the Pledge AgreementAgreements, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower Borrowers further agrees agree to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Agent and the Lenders each Lender harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or borrowings hereunder, the issuance of the Notes or Notes, the issuance of the Letters of Credit Credit, or any other Loan Documents. The Borrower Borrowers also agrees agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expensesexpenses of internal and external attorneys) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Agent and each Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Until all of the obligations of the Borrower are satisfied in full, the Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Lender (including the reasonable fees and out-of-pocket expenses of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel to the Agents and the Arranger Lender and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsLender) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Facility Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Facility Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling registration or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code Facility Document (including any UCC financing statements relating thereto statement) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Effective Date in jurisdictions where UCC financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andany Facility Document; (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Facility Document; and (d) any fees and expenses that the Lender incurs on the Effective Date and will incur thereafter with respect to any Facility Document. The Borrower further agrees to pay, and to save hold the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender harmless from all liability for, any stamp or other similar taxes which that may be payable in connection with the execution or delivery of this Agreementeach Facility Document, the Credit Extensions made hereunder Loans or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNote. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-ofout‑of-pocket expenses (including reasonable attorneys' fees and legal expensesexpenses of counsel to the Lender) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out"" with the Borrower, whether or not consummated, of any Obligations obligations under the Facility Documents and (y) the enforcement of any Obligationsobligations under the Facility Documents.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery Without limiting any other provision of this Agreement relating to Borrower’s payment of costs and expenses incurred by Bank and those incurred by others on behalf of each other Loan DocumentBank, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be requiredbut in addition thereto, whether or not the transactions contemplated hereby are consummated; (b) the filingCredit Facility is made available to Borrower, recordingBorrower will pay to Bank, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees when requested to pay, each and to save the Agents, the Documentation Agent, the Arranger, the Issuer all of any costs and the Lenders harmless from all liability for, any stamp expenses incurred by Bank or other similar taxes which may be payable others on behalf of Bank in connection with the execution Credit Facility or delivery the making of this Agreement, the Credit Extensions made hereunder Facility available to Borrower, and those incurred for any Obligor or on behalf of any Obligor in order for such person to meet Bank’s requirements in the issuance Commitment Letter or any of the Notes other Loan Documents, including, to the extent permitted by applicable Requirements of Law, all intangible personal property taxes, documentary stamp taxes, excise taxes and other similar taxes now or Letters hereafter required to be paid in connection with any of the Credit Facility. Borrower will also pay to Bank, on demand, any and all costs and expenses incurred or paid by Bank and those incurred or paid on behalf of Bank in doing any one or more of the following: (1) in maintaining, protecting, preserving and enforcing Bank’s liens and security interests in the Collateral, or in maintaining, repairing, restoring, preserving, protecting and safeguarding the Collateral, including all costs and expenses incurred or paid in completing any construction related to the Collateral, completing furnishing of the Collateral, managing the Collateral or selling, transferring or otherwise disposing of the Collateral; (2) in collecting any amount due and owing under each one of and all of the Loan Documents; and (3) in undertaking or otherwise enforcing Bank’s other rights and remedies hereunder and under the other Loan Documents with respect to the Collateral and the Indebtedness and other obligations evidenced or secured by any one or more of the Loan Documents, including enforcement of any and all of Borrower’s or any other Loan DocumentsObligor’s performance obligations. The Borrower also agrees to reimburse each Agent, All of the Documentation Agent, foregoing costs and expenses will be paid with interest thereon at the Arranger, Contract Rate from the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) date paid or incurred by or on behalf of Bank until such Agentcosts and expenses are paid by Borrower. All sums so paid and expended by Bank, and the Documentation Agentinterest thereon, will be added to and be secured by Bank’s liens and security interests in the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsCollateral.

Payment of Costs and Expenses. The Borrower agrees to pay on demand Trustor shall immediately reimburse Beneficiary and Trustee for all reasonable costs and expenses of each of the Agents which Beneficiary and the Arranger (including the reasonable fees and out-Trustee may incur by reason of-pocket expenses of counsel to the Agents and the Arranger and of local , or foreign counselarising out of, if any, who may be retained by counsel to the Agents) or in connection with : (a) any Event of Default; (b) any action or proceeding in which Beneficiary or Trustee may appear in or commence to protect, preserve, exercise or enforce their rights, remedies or security interests under this Deed of Trust, or under any document or instrument evidencing the syndication Indebtedness secured by this Deed of Trust, or which otherwise relates to the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan DocumentPremises, including schedules all appeals therefrom; (c) the performance of any act authorized or permitted hereunder; and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or (d) the exercise of any other Loan Document as may from time rights or remedies under this Deed of Trust, or under any document or instrument evidencing the Indebtedness secured by this Deed of Trust, or otherwise relating to time hereafter be requiredthe protection of Beneficiary's or Trustee's rights and interest hereunder or under any document or instrument evidencing the Indebtedness secured hereby, whether or not a suit or proceeding is instituted. Such costs and expenses shall include, without limitation, the transactions contemplated hereby are consummated; (b) reasonable fees, charges and expenses of attorneys, engineers, accountants, appraisers, expert witnesses, consultants and other professional assistants and advisors, costs and expenses of searching records, examining title and determining rights in, title to, or the filingvalue of, recordingthe Premises or the boundaries thereof, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendmentsincluding title company charges, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreementtitle insurance premiums, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to paysurvey costs, publication costs, and to save the Agentsother charges incident thereto, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummateda suit or proceeding is instituted. Trustor agrees to and shall pay, immediately and without demand, all sums so expended by Beneficiary or Trustee, together with interest from the date of any Obligations expenditure, at the highest interest rate then payable under the documents and (y) instruments evidencing the enforcement Indebtedness, all of any Obligationswhich sums plus interest shall constitute additional indebtedness secured by this Deed of Trust.

Payment of Costs and Expenses. The Borrower agrees Borrowers, jointly and severally, agree to pay on demand all reasonable out-of-pocket expenses of each of the Agents Administrative Agent and the Lead Arranger (including the reasonable fees and out-of-pocket expenses of Mayer, Brown, Xxxx & Maw LLP, counsel to the Agents and the Lead Arranger and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsLead Arranger) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Loan Document (including the Filing Statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Effective Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees Borrowers further, jointly and severally, agree to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Borrower Borrowers, jointly and severally, also agrees agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Administrative Agent upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Administrative Agent) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender Administrative Agent in connection with (x) the negotiation of any restructuring or "“work-out"” with any Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Lender (including the reasonable fees and out-of-pocket expenses of Xxxxxxxxx & Xxxxxxx LLP, counsel to the Agents and the Arranger Lender, and of local or foreign counsel, if any, who which may be retained by counsel to or on behalf of the AgentsLender) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save hold the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender harmless from all liability for, any stamp or other similar taxes Taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder Loans or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNote. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Lender) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and out-out- of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger Arrangers of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Mortgage, each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Mortgage, Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsSecurity Agreement; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. (i) The Borrower agrees to pay pay, promptly and in any event on demand all reasonable expenses the next Settlement Date subject to the Priority of each of the Agents and the Arranger (including Payments, the reasonable fees and documented out-of-pocket costs, fees and expenses of counsel to the Agents Administrative Agent, Paying Agent, and the Arranger and of local or foreign counselCollateral Trustee, if any, who may be retained by counsel to the Agents) in connection with : (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery, and delivery administration of this Agreement and of each the other Loan DocumentTransaction Documents, including schedules and exhibits(ii) any required filings or recordings with any applicable Governmental Authority, and (iii) subject to the terms of Sections 5.02(g) and 6.01(i), the periodic due diligence reviews, AUP Letters, any other periodic auditing or inspection, and ongoing monitoring of the Facility which, if no Amortization Event, Default or Event of Default has occurred and is continuing, shall not exceed, in aggregate, $200,000 per contract year with respect to amounts charged therefor by or reimbursable to the Administrative Agent, (iv) legal services (but subject to any mutually agreed fee cap for the legal fees arising in connection with the initial negotiating, documenting and closing of the Transaction Documents). (ii) The Borrower agrees to pay, promptly and in any event on the next Settlement Date subject to the Priority of Payments, all reasonable documented out-of-pocket costs, fees and expenses (including reasonable legal costs, fees and expenses) incurred by the Administrative Agent, Paying Agent, Collateral Trustee, Backup Servicer, or any Lender as a consequence of, or in connection with, (A) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Transaction Document as may from time to time hereafter be required(provided, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and that the Lenders harmless shall not hire separate outside counsel from all liability for, any stamp or other similar taxes which may be payable the Administrative Agent in connection with an amendment, waiver, consent, supplement or other modification unless, in the execution reasonable judgment of such Lender, its interests may be in conflict or delivery different than the interests of this Agreement, the Credit Extensions made hereunder Administrative Agent or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each AgentLenders), the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (xB) the negotiation of any restructuring or "“work-out", ,” whether or not consummated, of any Obligations the Transaction Documents, (C) the replacement of, or the addition of a new Person as, the Originator, Servicer, Backup Servicer, Account Bank, or Custodian (provided, that the Lenders shall not hire separate outside counsel from the Administrative Agent in connection with such replacement unless, in the reasonable judgment of such Lender, its interests may be in conflict or different than the interests of the Administrative Agent or the other Lenders) and (yD) the enforcement or potential enforcement of this Agreement or any other Transaction Document against the Borrower, Seller or Servicer or protection or exercise of the rights and remedies of any Obligationssuch Person under any Transaction Document, including, without limitation, the taking of any Enforcement Action.

Payment of Costs and Expenses. The Borrower agrees to Credit Parties agree to, jointly and severally, pay promptly on demand all reasonable expenses of each of the Agents Agent and the Arranger Lenders (or any of them) (including the reasonable fees and out-of-pocket expenses of DLA Piper LLP (US), counsel to the Agents Agent and the Arranger Lenders and of one local or foreign counselcounsel in each relevant jurisdiction, if any, who may reasonably be retained by counsel to or on behalf of the AgentsAgent and the Lenders (or any of them)) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of (i) each other Loan Document, including schedules and exhibits, whether or not the transactions contemplated hereby are consummated and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not entered into after the transactions contemplated hereby are consummatedClosing Date; (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made after the date hereof in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Agent and the other Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document, including any amendments or other modifications thereto. The Borrower further agrees to Credit Parties agree to, jointly and severally, pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder Loans or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Borrower Credit Parties also agrees agree to reimburse each Agent, the Documentation Agent, Agent and the Arranger, the Issuer and each Lender Lenders upon demand for all reasonable and documented or invoiced out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to Agent and the Lenders (or any of them)) incurred by such Agent, the Documentation Agent, Agent and the Arranger, the Issuer Lenders (or such Lender any of them) in connection with (xi) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (yii) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Company agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of a single counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Mortgage, each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Mortgage, Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsSecurity Agreement; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower Company further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Issuers and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the any Notes or Letters of Credit or any other Loan Documents. The Borrower Company also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the each Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the such Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Arrangers (including the reasonable fees and out-of-pocket expenses of Xxxxxxxxx & Xxxxxxxx, LLP, counsel to the Agents Administrative Agent and Mayer, Brown, Xxxx & Maw LLP, counsel to the Arranger Syndication Agent, and of local or foreign counsel, if any, who may be retained by or on behalf of the Administrative Agent and including, without limitation, the reasonable fees, charges and disbursements of counsel to and other outside consultants for the AgentsAdministrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, including all Intralinks expenses, and the cost of environmental audits and surveys and appraisals) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Loan Document (including the Filing Statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes which that may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder each Loan Document or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Secured Parties upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel and settlement costs) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Lead Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement Mortgage and each Security Pledge Agreement and/or any Uniform Commercial Code UCC financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Mortgage or Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Issuers and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the any Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the each Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the such Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Borrowers, jointly and severally, agree to pay on demand all reasonable expenses (inclusive of each value added tax or any other similar tax imposed thereon) of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of the single counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by such counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, with the negotiation, preparation, execution execution, and delivery of this Agreement and of each other Loan DocumentDocument (including schedules, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form forms of any document or instrument relevant to this Agreement or any other Loan Document), and any amendments, waivers, consents, supplements, or other modifications to this Agreement or any other Loan Document as from time to time may hereafter be required, whether or not the transactions contemplated hereby are consummated. The Borrower Borrowers, jointly and severally, further agrees agree to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender Parties harmless from all liability for, any stamp or other similar taxes (including, without limitation, any registration duty imposed by Belgian law) which may be payable in connection with the execution execution, delivery or delivery enforcement of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit Agreement or any other Loan DocumentsDocument, and in connection with the making of any Credit Extensions and the issuing of any Letters of Credit hereunder. The Borrower Borrowers, jointly and severally, also agrees agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Party upon demand for all reasonable out-of-pocket expenses (inclusive of value added tax or other similar tax imposed thereon and including reasonable attorneys' ’ fees and legal expensesexpenses (including actual cost to such Lender Party of its in-house counsel) on a full indemnity basis) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or each such Lender Party in connection with (x) the negotiation of any restructuring or "“work-out", ,” whether or not consummated, of any Obligations and (y) the enforcement of any Obligationsobligations, provided that the Borrowers, jointly and severally, shall reimburse each Lender Party for the fees and legal expenses of only one counsel for such Lender Party.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees fees, costs and out-of-pocket out‑of‑pocket expenses of counsel to the Agents and Administrative Agent, special counsel to the Arranger Administrative Agent, and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAdministrative Agent) in connection with (a) (i) the syndication by efforts of Wachovia and any due diligence investigation; provided, however, that the Syndication Agent Borrower shall not pay for expenses incurred in connection with assignments which occur 30 days after the Closing Date and the Arranger of the Loans, (ii) the negotiation, preparation, execution and delivery and administration of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, restatements, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby or thereby are consummated;; and (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement any Loan Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements supplements, amendments and restatements and other modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or the terms of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder hereunder, or the issuance of the Notes or Notes, Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Secured Party upon demand for all reasonable out-of-pocket out‑of‑pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to each Secured Party) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender Secured Party in connection with (x) the negotiation of any restructuring or "work-out"“work‑out” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Master Issuer agrees to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before seven (7) Business Days after written demand (in all other cases), all reasonable expenses of the Administrative Agent, each of the Agents initial Funding Agent and the Arranger each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Agents and the Arranger and of local or foreign counselforegoing, if any, who may be retained by counsel to as well as the Agentsfees and expenses of the Rating Agencies) in connection with with (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Related Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; proposed (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document“Amendment Expenses”). The Borrower Master Issuer further agrees to pay, subject to and in accordance with the Priority of Payments, and to save hold the Agents, the Documentation Administrative Agent, the Arranger, the Issuer each Funding Agent and the Lenders each Lender Party harmless from all liability forfor (x) any breach by the Master Issuer of its obligations under this Agreement, (y) all reasonable costs incurred by the Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (z) any stamp or other similar taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, the Credit Extensions made hereunder (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Notes or Letters Series 2019-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Loan DocumentsRelated Documents (“Other Post-Closing Expenses”). The Borrower Master Issuer also agrees to reimburse each reimburse, subject to and in accordance with the Priority of Payments, the Administrative Agent, the Documentation Agent, the Arranger, the Issuer such Funding Agent and each such Lender Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such the Administrative Agent, the Documentation Agent, the Arranger, the Issuer or such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Master Issuer shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any Obligationspart of its respective rights and obligations under this Agreement and the Series 2019-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Borrower agrees Borrowers, jointly and severally, agree to pay on demand all reasonable expenses of each of the Agents Agent and the each Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement any Loan Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements supplements, amendments and restatements and other modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or the terms of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees Borrowers further, jointly and severally, agree to pay, and to save the Agents, the Documentation Agent, the ArrangerArrangers, the Issuer and the Lenders harmless from all liability for, any stamp stamp, issuance, excise or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or hereunder, the issuance of the Notes or Notes, Letters of Credit or any other Loan Documents. The Borrower also agrees Borrowers also, jointly and severally, agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees (a) Holdings and the Borrowers agree to pay on demand all reasonable and documented out-of-pocket fees and expenses of each of the Agents Administrative Agent, its directors, officers, employees, agents and the Arranger their Related Parties (including including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel to the Agents accountants, appraisers, investment bankers, environmental advisors, management consultants and the Arranger and of local or foreign counselother consultants, if any, who may be retained by the Administrative Agent, together with one primary legal counsel to and, if necessary, one local counsel, in each relevant jurisdiction acting on behalf of the AgentsAdministrative Agent) that are incurred in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, credit facilities provided for herein; (ii) the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Loan DocumentDocument (including with respect to due diligence matters, including schedules the preparation of additional Loan Documents, the review and exhibitspreparation of agreements, instruments or documents pursuant to Section 7.1.8 and pursuant to clause (d) of Section 9.9), and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, and the Administrative Agent’s consideration of their rights and remedies hereunder or in connection herewith from time to time whether or not the transactions contemplated hereby or thereby are consummated; (biii) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof the Loan Documents and any and all other documents or security instruments of further assurance required to be filed or recorded or refiled or rerecorded by executed in connection with the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andtransactions contemplated hereby; (civ) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees ; (v) sums paid or incurred to pay, and to save the Agentspay any amount or take any action required by Holdings, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit Borrowers or any other Loan Documents. The Borrower also agrees Party under the Loan Documents that Holdings, the Borrowers or any such Loan Party fails to pay or take; and (vi) costs of appraisals, field exams, inspections and verification of the Collateral, including, without limitation, travel, lodging, meals and other charges, including the costs, fees and expenses of independent auditors and appraisers (subject to the limitations otherwise set forth herein). (b) Holdings and the Borrowers further agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Party upon demand for all reasonable expenses (including, without limitation, the fees and documented out-of-pocket expenses (including reasonable attorneys' fees and of one primary legal expenses) counsel to the Lender Parties as a group, other than in the event of a conflict between two or more Lender Parties, in which case each such Lender Party subject to such conflict shall be entitled to its own legal counsel), incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such each Lender Party in connection with (xi) the consideration of their rights and remedies hereunder; (ii) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations and Obligations; (yiii) the enforcement or protection of its rights in connection with this Agreement or any Obligationsother Loan Document; and (iv) any litigation, dispute, suit or proceeding relating to this Agreement or any Loan Document. (c) To the extent that Holdings or the Borrowers for any reason fail to indefeasibly pay any amount required under clause (a) to be paid by it to the Administrative Agent or any L/C Issuer (or any director, officer, employee, agent or Related Party thereof), each Lender severally agrees to pay to the Administrative Agent or such L/C Issuer (or any such director, officer, employee, agent or Affiliate thereof), such Lender’s Percentage (determined as of the time that the applicable unreimbursed expense or payment is sought) of such unpaid amount. The obligations of the Lenders under this clause are several and not joint. (d) All amounts due under this Section shall be payable promptly and, in any event, not later than 10 days after demand therefor.

Payment of Costs and Expenses. The (a) Subject to the proviso of the last sentence of Section 7.1.5(d), the Borrower agrees to pay on demand all reasonable fees and out-of-pocket expenses of each of the Agents Administrative Agent and the Arranger its Related Parties (including including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Agents Administrative Agent and the Arranger accountants, appraisers, investment bankers, environmental advisors, management consultants and of local or foreign counselother consultants, if any, who may be retained by counsel to the AgentsAdministrative Agent) that are actually incurred in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, credit facilities provided for herein; (ii) the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Loan DocumentDocument (including with respect to due diligence matters, including schedules the preparation of additional Loan Documents, the review and exhibitspreparation of agreements, instruments or documents pursuant to Article V and Section 7.1.9), and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, and the Administrative Agent’s consideration of their rights and remedies hereunder or in connection herewith from time to time whether or not the transactions contemplated hereby or thereby are consummated; (biii) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof the Loan Documents and any and all other documents or security instruments of further assurance required to be filed or recorded or refiled or rerecorded by executed in connection with the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andtransactions contemplated hereby; (civ) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. ; (v) sums paid or incurred to pay any amount or take any action required by the Borrower or any other Loan Party under the Loan Documents that the Borrower or any such Loan Party fail to pay or take; and (vi) costs of appraisals, field exams, field services, inspections and verification of the Collateral, including, without limitation, travel, lodging, meals and other charges, including the costs, fees and expenses of any Field Servicer, independent auditors and appraisers. (b) The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' including, without limitation, the fees and out-of-pocket expenses of legal expensescounsel and consultants to each Lender Party who may be retained by each such Lender Party) actually incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such each Lender Party in connection with (xi) the consideration of their rights and remedies hereunder in connection with any current or prospective Default or Event of Default; (ii) the negotiation of any restructuring or "“work-out", ,” whether or not consummated, of any Obligations and Obligations; (yiii) the enforcement or protection of its rights in connection with this Agreement or any other Loan Document or any permitted Rate Protection Agreement or any document or agreement relating to or on account of any ObligationsSecured Bank Product; and (iv) any litigation, dispute, suit or proceeding relating to this Agreement or any Loan Document. (c) All amounts due under this Section shall be payable promptly and, in any event, not later than ten (10) days after demand therefor.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Lead Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) in connection with (a) the syndication by the Syndication Agent and the Lead Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Mortgage, each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code UCC financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Mortgage, Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsSecurity Agreement; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or borrowings hereunder, the issuance of the Notes or Notes, the issuance of the Letters of Credit Credit, or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the ArrangerAgents, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees (a) Subject to the proviso of the last sentence of clause (d) of Section 7.1.5, the Borrowers agree to pay on demand all reasonable fees and out-of-pocket expenses of each of the Agents Administrative Agent, its directors, officers, employees, agents, Affiliates and the Arranger their Related Parties (including including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Agents Administrative Agent and the Arranger accountants, appraisers, investment bankers, environmental advisors, management consultants and of local or foreign counselother consultants, if any, who may be retained by counsel to the AgentsAdministrative Agent) that are actually incurred in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, credit facilities provided for herein; (ii) the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Loan DocumentDocument (including with respect to due diligence matters, including schedules the preparation of additional Loan Documents, the review and exhibitspreparation of agreements, instruments or documents pursuant to Section 7.1.9), and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, and the Administrative Agent’s consideration of their rights and remedies hereunder or in connection herewith from time to time whether or not the transactions contemplated hereby or thereby are consummated; (biii) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof the Loan Documents and any and all other documents or security instruments of further assurance required to be filed or recorded or refiled or rerecorded by executed in connection with the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andtransactions contemplated hereby; (civ) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees ; (v) sums paid or incurred to pay, and to save pay any amount or take any action required by the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit Borrowers or any other Loan Documents. Party under the Loan Documents that the Borrowers or any such Loan Party fail to pay or take; and (vi) costs of appraisals, field exams, inspections and verification of the Collateral, including, without limitation, travel, lodging, meals and other charges, including the costs, fees and expenses of independent auditors and appraisers. (b) The Borrower also agrees Borrowers further agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' including, without limitation, the fees and out-of-pocket expenses of legal expensescounsel and consultants to each Lender Party who may be retained by each such Lender Party) actually incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such each Lender Party in connection with (xi) the consideration of their rights and remedies hereunder in connection with any current or prospective Default or Event of Default; (ii) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations and Obligations; (yiii) the enforcement or protection of its rights in connection with this Agreement or any Obligationsother Loan Document; and (iv) any litigation, dispute, suit or proceeding relating to this Agreement or any Loan Document. (c) To the extent that the Borrowers for any reason fail to pay any amount required under clause (a) or (b) to be paid by it to the Administrative Agent (or any director, officer, employee, agent, Affiliate or Related Party thereof), each Lender severally agrees to pay to the Administrative Agent (or any such director, officer, employee, agent, Affiliate or Related Party thereof), such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or payment is sought) of such unpaid amount. The obligations of the Lenders under this clause are several and not joint. (d) All amounts due under this Section shall be payable promptly and, in any event, not later than 10 days after demand therefor.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket expenses of each of the Agents and the Arranger Lender (including the reasonable fees and out-of-pocket expenses of Xxxxxxxxx & Xxxxxxx LLP, counsel to the Agents and the Arranger Lender, and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsLender) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Lender shall apply the $100,000 expense deposit that the Borrower furnished to the Lender prior to the date hereof to the fees and expenses that are payable or reimburseable in accordance with the foregoing sentence. The Borrower further agrees to pay, and to save hold the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder Loans or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNote. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Lender) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Obligors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture to be distributed subject to and in accordance with the Priority of Payments), on the Series 2023-2 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2023-2 Class A-1 Administrative Agent, each of the Agents initial Funding Agent and the Arranger each initial Investor (including the reasonable fees and out-of-pocket expenses of one external counsel to for the Agents and the Arranger and of local or foreign counselSeries 2023-2 Class A-1 Administrative Agent, if any, who may be retained by and one external counsel to for the Agentsinitial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agency) in connection with with (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2023-2 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Transaction Document as may from time to time hereafter be requiredproposed by the Manager or the Obligors. The Issuer and each Asset Entity further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2023-2 Class A-1 Administrative Agent, each Funding Agent and each Investor harmless from all liability for (x) any breach by the Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2023-2 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of Transaction Documents and (z) any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, the Credit Extensions made hereunder or (2) any Borrowing hereunder, (3) the issuance of the Series 2023-2 Class A-1 Notes or Letters (4) the execution or delivery of Credit or any other Loan Transaction Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Asset Entity also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2023-2 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' incurred by the Series 2023-2 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Issuer and/or an Asset Entity shall have no obligation to reimburse any Investor for any of the fees and legal expenses) and/or expenses incurred by such Agent, Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Documentation Agent, the Arranger, the Issuer Series 2023-2 Class A-1 Notes pursuant to Section 9.03 or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsSection 9.17.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Lender (including the reasonable fees and out-of-pocket expenses of Mxxxxxxx & Fxxxxxxx LLP, counsel to the Agents and the Arranger Lender and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsLender) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of the Commitment Letter, each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document; provided that the Expense Deposit (if any) shall be applied by the Lender from time to time for purposes of satisfying the foregoing expenses of the Borrower. The Notwithstanding the foregoing, in no event shall the Borrower further agrees be required to pay, and pursuant to save the Agentsthis Section 11.3, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability forCommitment Letter or otherwise, any stamp or other similar taxes which expenses of the Lender (including the fees and out-of-pocket expenses of Mxxxxxxx & Fxxxxxxx LLP, counsel to the Lender and of local counsel, if any, who may be payable in connection with the execution retained by or delivery of this Agreement, the Credit Extensions made hereunder or the issuance on behalf of the Notes Lender) incurred on or Letters prior to the Closing Date in excess of Credit or any other Loan Documents. $275,000 in the aggregate The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Lender) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (xi) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (yii) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower Upon written demand from the Program Agent, any Funding Agent, any Conduit Investor or any Committed Note Purchaser, HVF III agrees to pay on the Payment Date immediately following HVF III’s receipt of such written demand all reasonable expenses of each of the Agents and the Arranger Program Agent, such Funding Agent, such Conduit Investor and/or such Committed Note Purchaser, as applicable (including the reasonable fees and out-of-pocket expenses of counsel to the Agents each Conduit Investor and the Arranger and of local or foreign counseleach Committed Note Purchaser, if any, who may be retained by counsel to as well as the Agentsfees and expenses of the rating agencies providing a rating in respect of any Series 2021-A Commercial Paper and the costs of any rating agency review of such Conduit Investor and the issuance of its commercial paper) in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement Series 2021-A Supplement and of each other Loan Series 2021-A Related Document, including schedules and exhibits, and any liquidity, credit enhancement or insurance documents of a Program Support Provider with respect to a Conduit Investor relating to the Series 2021-A Notes and any amendments, waivers, consents, supplements or other modifications to this Agreement or any Series 2021-A Supplement and each other Loan Document Series 2021-A Related Document, as may from time to time hereafter be requiredproposed, whether or not the transactions contemplated hereby or thereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (cii) the preparation and review consummation of the form of any document or instrument relevant to transactions contemplated by this Agreement or any Series 2021-A Supplement and each other Loan Series 2021-A Related Document. The Borrower Upon written demand, HVF III further agrees to paypay on the Payment Date immediately following such written demand, and to save the Agents, the Documentation Program Agent, the Arrangereach Funding Agent, the Issuer each Conduit Investor and the Lenders each Committed Note Purchaser harmless from all liability forfor (i) any breach by HVF III of its obligations under this Series 2021-A Supplement and (ii) all reasonable costs incurred by the Program Agent, any stamp such Funding Agent, such Conduit Investor or other similar taxes which may be payable in connection with the execution or delivery of this Agreementsuch Committed Note Purchaser (including, the Credit Extensions made hereunder or reasonable fees and out-of-pocket expenses of counsel to the issuance of the Notes or Letters of Credit or any other Loan DocumentsProgram Agent, such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any) in enforcing this Series 2021-A Supplement. The Borrower HVF III also agrees to reimburse each the Program Agent, the Documentation each Funding Agent, the Arranger, the Issuer each Conduit Investor and each Lender Committed Note Purchaser upon demand for all reasonable out-of-pocket expenses incurred by the Program Agent, such Funding Agent, such Conduit Investor or such Committed Note Purchaser (including including, the reasonable attorneys' fees and legal expenses) incurred by such out-of-pocket expenses of counsel to the Program Agent, the Documentation such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any and the Arranger, the Issuer or such Lender reasonable fees and out-of-pocket expenses of any third-party servicers and disposition agents) in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations the Series 2021-A Related Documents and (y) the enforcement of, or any waiver or amendment requested under or with respect to, this Series 2021-A Supplement or any other of the Series 2021-A Related Documents. Notwithstanding the foregoing, HVF III shall have no obligation to reimburse any ObligationsCommitted Note Purchaser or Conduit Investor for any of the fees and/or expenses incurred by such Committed Note Purchaser and/or Conduit Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Series 2021-A Supplement and the Series 2021-A Notes pursuant to Section 9.2 (Replacement of Investor Group) or 9.3 (Assignments).

Payment of Costs and Expenses. The Notwithstanding anything to the contrary in that certain Summary of Terms, dated as of February 26, 2018, by and between OrbiMed Advisors LLC (an Affiliate of the Lender) and the Borrower, the Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Lender (including the reasonable fees and out-of-pocket expenses of Xxxxxxxxx & Xxxxxxx LLP, counsel to the Agents and the Arranger Lender, and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsLender) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andany Loan Document; (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay; and (d) legal diligence, consulting and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable advice in connection with the execution or delivery of this AgreementBorrower, the Credit Extensions made hereunder or the issuance Subsidiaries and any of the Notes or Letters of Credit or any other Loan Documentstheir Related Parties. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Lender) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Borrowers, jointly and severally, agree to pay on demand all reasonable and documented expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees and out-of-pocket expenses of Mayer, Brown, Xxxx & Maw LLP, counsel to the Agents and the Arranger Administrative Agent and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsAdministrative Agent) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement each Loan Document and of each other Shareholder Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document and any Shareholder Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Loan Document (including the Filing Statements) or any Shareholder Loan Document and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement any Loan Document or any other Shareholder Loan Document. The Borrower further agrees Borrowers further, jointly and severally, agree to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, each Shareholder Loan Document the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Borrower also agrees Borrowers also, jointly and severally, agree to reimburse each Agent, the Documentation Agent, Administrative Agent (in the Arranger, the Issuer case of clauses (x) and (y) below) and each Lender other Secured Party (in the case of clause (y) below) upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expensesexpenses of counsel to the Administrative Agent (and in the case of clause (y) below, each other Secured Party)) incurred by such Agentthe Administrative Agent (and in the case of clause (y) below, the Documentation Agent, the Arranger, the Issuer or such Lender each other Secured Party)) in connection with (x) the negotiation of any restructuring or "work-out"" with any Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.. 105

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgent) in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, and (bii) the filing, recording, refiling or rerecording of each Pledge Agreement and each any Security Agreement Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge AgreementSecurity Document, Security Agreement or Uniform Commercial Code financial statements; and (ciii) the preparation and review of the form of any document or instrument relevant to required by this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Agent or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. Notwithstanding anything contained herein to the contrary, the Borrower shall not be responsible for any costs or expenses incurred by the Agent or any Lender in connection with the transactions contemplated by either of Section 10.11.1 or 10.11.2 hereof.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees and out-of-pocket expenses of Cxxxxxxxx & Bxxxxxx LLP, counsel to the Agents Administrative Agent and the Arranger each Lender, and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsAdministrative Agent or any such Lender) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Restatement Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Administrative Agent or any Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save hold the Agents, the Documentation Agent, the Arranger, the Issuer Administrative Agent and the Lenders each Lender harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder Loans or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNote. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Administrative Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Administrative Agent and each Lender) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Administrative Agent and each Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. (i) The Borrower agrees to pay pay, promptly and in any event on demand all reasonable expenses the next Settlement Date subject to the Priority of each of the Agents and the Arranger (including Payments, the reasonable fees and out-documented out- of-pocket costs, fees and expenses of counsel to the Agents Administrative Agent, Paying Agent, and the Arranger and of local or foreign counselCollateral Trustee, if any, who may be retained by counsel to the Agents) in connection with : (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery, and delivery administration of this Agreement and of each the other Loan DocumentTransaction Documents, including schedules and exhibits(ii) any required filings or recordings with any applicable Governmental Authority, and (iii) subject to the terms of Sections 5.02(g) and 6.01(i), the periodic due diligence reviews, AUP Letters, any other periodic auditing or inspection, and ongoing monitoring of the Facility which, if no Amortization Event, Default or Event of Default has occurred and is continuing, shall not exceed, in aggregate, $200,000 per contract year with respect to amounts charged therefor by or reimbursable to the Administrative Agent, (iv) legal services (but subject to any mutually agreed fee cap for the legal fees arising in connection with the initial negotiating, documenting and closing of the Transaction Documents). (ii) The Borrower agrees to pay, promptly and in any event on the next Settlement Date subject to the Priority of Payments, all reasonable documented out-of- pocket costs, fees and expenses (including reasonable legal costs, fees and expenses) incurred by the Administrative Agent, Paying Agent, Collateral Trustee, backup servicer (if applicable), or any Lender as a consequence of, or in connection with, (A) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Transaction Document as may from time to time hereafter be required(provided, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and that the Lenders harmless shall not hire separate outside counsel from all liability for, any stamp or other similar taxes which may be payable the Administrative Agent in connection with an amendment, waiver, consent, supplement or other modification unless, in the execution reasonable judgment of such Lender, its interests may be in conflict or delivery different than the interests of this Agreement, the Credit Extensions made hereunder Administrative Agent or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each AgentLenders), the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (xB) the negotiation of any restructuring or "“work-out", ,” whether or not consummated, of any Obligations the Transaction Documents, (C) the replacement of, or the addition of a new Person as, the Originator, Servicer, Account Bank, or Custodian (provided, that the Lenders shall not hire separate outside counsel from the Administrative Agent in connection with such replacement unless, in the reasonable judgment of such Lender, its interests may be in conflict or different than the interests of the Administrative Agent or the other Lenders), and (yD) the enforcement or potential enforcement of this Agreement or any other Transaction Document against the Borrower, Seller or Servicer or protection or exercise of the rights and remedies of any Obligationssuch Person under any Transaction Document, including, without limitation, the taking of any Enforcement Action.

Payment of Costs and Expenses. The Borrower Upon written demand from the Administrative Agent, any Funding Agent, any Conduit Investor or any Committed Note Purchaser, HVF II agrees to pay on the Payment Date immediately following HVF II’s receipt of such written demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent, such Funding Agent, such Conduit Investor and/or such Committed Note Purchaser, as applicable (including the reasonable fees and out-of-pocket expenses of counsel to the Agents each Conduit Investor and the Arranger and of local or foreign counseleach Committed Note Purchaser, if any, who may be retained by counsel to as well as the Agentsfees and expenses of the rating agencies providing a rating in respect of any Series 2013-A Commercial Paper) in connection with (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement Series 2013-A Supplement and of each other Loan Series 2013-A Related Document, including schedules and exhibits, and any liquidity, credit enhancement or insurance documents of a Program Support Provider with respect to a Conduit Investor relating to the Series 2013-A Notes and any amendments, waivers, consents, supplements or other modifications to this Agreement or any Series 2013-A Supplement and each other Loan Document Series 2013-A Related Document, as may from time to time hereafter be requiredproposed, whether or not the transactions contemplated hereby or thereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (cii) the preparation and review consummation of the form of any document or instrument relevant to transactions contemplated by this Agreement or any Series 2013-A Supplement and each other Loan Series 2013-A Related Document. The Borrower Upon written demand, HVF II further agrees to paypay on the Payment Date immediately following such written demand, and to save the Agents, the Documentation Administrative Agent, the Arrangereach Funding Agent, the Issuer each Conduit Investor and the Lenders each Committed Note Purchaser harmless from all liability forfor (i) any breach by HVF II of its obligations under this Series 2013-A Supplement and (ii) all reasonable costs incurred by the Administrative Agent, any stamp such Funding Agent, such Conduit Investor or other similar taxes which may be payable in connection with the execution or delivery of this Agreementsuch Committed Note Purchaser (including, the Credit Extensions made hereunder or reasonable fees and out-of-pocket expenses of counsel to the issuance of the Notes or Letters of Credit or any other Loan DocumentsAdministrative Agent, such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any) in enforcing this Series 2013-A Supplement. The Borrower HVF II also agrees to reimburse each the Administrative Agent, the Documentation each Funding Agent, the Arranger, the Issuer each Conduit Investor and each Lender Committed Note Purchaser upon demand for all reasonable out-of-pocket expenses incurred by the Administrative Agent, such Funding Agent, such Conduit Investor or such Committed Note Purchaser (including including, the reasonable attorneys' fees and legal expenses) incurred by such out-of-pocket expenses of counsel to the Administrative Agent, the Documentation such Funding Agent, such Conduit Investor and such Committed Note Purchaser, if any and the Arranger, the Issuer or such Lender reasonable fees and out-of-pocket expenses of any third-party servicers and disposition agents) in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations the Series 2013-A Related Documents and (y) the enforcement of, or any waiver or amendment requested under or with respect to, this Series 2013-A Supplement or any other of the Series 2013- A Related Documents. Notwithstanding the foregoing, HVF II shall have no obligation to reimburse any ObligationsCommitted Note Purchaser or Conduit Investor for any of the fees and/or expenses incurred by such Committed Note Purchaser and/or Conduit Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Series 2013-A Supplement and the Series 2013-A Notes pursuant to Section 9.2 or 9.3.

Payment of Costs and Expenses. The Borrower Issuer agrees to pay on demand all reasonable expenses of each of the Agents Agent, Paradigm and the Arranger Committed Note Purchaser (including the reasonable fees and out-of-pocket expenses of counsel to the Agents Agent, Paradigm and the Arranger and of local or foreign counselCommitted Note Purchaser, if any, who may be retained by counsel to the Agents) in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Loan Basic Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Basic Document as may from time to time hereafter be requiredproposed, whether or not the transactions contemplated hereby or thereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (cii) the preparation and review consummation of the form of any document or instrument relevant to transactions contemplated by this Agreement or any and the other Loan DocumentBasic Documents. The Borrower Issuer further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Paradigm and the Lenders Committed Note Purchaser harmless from all liability for, (i) any stamp breach by the Issuer of its obligations under this Agreement (ii) all reasonable costs incurred by Paradigm in enforcing this Agreement and (iii) any stamp, documentary or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder any Advance hereunder, or the issuance of the Notes or Letters of Credit Note or any other Loan Basic Documents. The Borrower Issuer also agrees to reimburse each the Agent, Paradigm and the Documentation Agent, the Arranger, the Issuer and each Lender Committed Note Purchaser upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such the Agent, Paradigm or the Documentation Agent, the Arranger, the Issuer or such Lender Committed Note Purchaser in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations the Basic Documents and (y) the enforcement of any Obligationsthe Basic Documents.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Collateral Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger Collateral Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgents and the Collateral Agent) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Term Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Term Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Term Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Mortgage, each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Mortgage, Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsSecurity Agreement; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Term Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Collateral Agent and the Term Loan Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions Term Loans made hereunder or the issuance of the Term Notes or Letters of Credit or any other Term Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Collateral Agent and each Term Loan Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Collateral Agent or such Term Loan Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Term Loan Obligations and (y) the enforcement of any Term Loan Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on ----------------------------- demand all reasonable fees, costs and expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local counsel, or foreign counsel, legal counsel if any, who may be retained by counsel to the Agents) in connection with (a) in the syndication by the Syndication Agent and the Arranger case of the LoansAdministrative Agent, the negotiation, preparation, execution and delivery of the Fee Letter, this Agreement and of each other Loan Document, including schedules and exhibits, and in each case, to the extent provided in the Fee Letter; (b) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby or thereby are consummated; (bc) the filing, recording, refiling or rerecording of of (i) each Pledge Agreement (A) Mortgage and each Security Agreement and/or any (B) Uniform Commercial Code financing statements relating thereto and statement that is not filed in connection with the closing hereof, (ii) all amendments, supplements and modifications to any thereof and of the foregoing Mortgages or Uniform Commercial Code financing statements or any Mortgage or Uniform Commercial Code financing statement filed in connection with the closing hereof, and (iii) any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any such Pledge AgreementMortgage, the Security Agreement or Uniform Commercial Code financial statements; andany other Security Document; (cd) following the Closing Date, the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document; and (e) any due diligence investigation performed following the Closing Date by either the Arranger or either Agent. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Agents and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions Term Loans made hereunder or the issuance of the Term Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expensesexpenses (provided one counsel is selected to represent the Agents and the Lenders, which may include such additional local and/or foreign counsel that such counsel deems appropriate)) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and Obligations, (y) the enforcement of any Obligations and (z) any litigation relating to the Obligations, this Agreement or any Loan Document.

Payment of Costs and Expenses. The Borrower agrees to pay on ----------------------------- demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees and out-of-of- pocket expenses of counsel to the Agents and the Arranger Administrative Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAdministrative Agent) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement any Loan Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements supplements, amendments and restatements and other modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or the terms of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation each Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder hereunder, or the issuance of the Notes or Notes, Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expensesexpenses of counsel to each Agent, the Issuer and the Lenders) incurred by such each Agent, the Documentation Agent, the Arranger, the Issuer or such Lender Lenders in connection with (x) the negotiation of any restructuring or "work-work- out"" with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees and the Parent agree to pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counselXxxxxxx Xxxxxxx & Xxxxxxxx LLP, if any, who may be retained by U.S. counsel to the Agents) , Goodmans LLP and Canadian counsel to the Agents); provided that any fees attributable to Loans shall be the primary liability of the Borrower, in connection with: (a) the syndication by the Syndication Agent due diligence, appraisal, audit, insurance and the Arranger consultant expenses of the Loans, Arranger; (b) the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummatedconsummated (including in the case of the Administrative Agent and its Related Parties only, the administration of this Agreement and the other Loan Documents); (bc) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Loan Document (including the Filing Statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (cd) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder Loans or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Parent and the Borrower also agrees agree to reimburse each Agent, the Documentation Agent, Administrative Agent (in the Arranger, the Issuer case of clauses (x) and (y) below) and each Lender other Secured Party (in the case of clause (y) below) upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Administrative Agent (and, in the case of clause (y) below, each other Secured Party)) incurred by such Agentthe Administrative Agent (and, in the Documentation Agentcase of clause (y) below, the Arranger, the Issuer or such Lender each other Secured Party) in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower and the Parent, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees Borrowers agree to pay on demand all reasonable expenses of each of the Agents and the Arranger Agent (including the reasonable and documented fees and out-of-pocket expenses of Xxxxxx & Xxxxxxx LLP, counsel to the Agents (subject to the fee arrangements discussed among the Borrowers, the Administrative Agent and Xxxxxx & Xxxxxxx LLP in connection with the Arranger initial documentation for this transaction) and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code Loan Document (including the financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Effective Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower Borrowers also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Agents and of counsel to each Lender) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such each Agent and each Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrowers, whether or not consummated, of any Obligations and Obligations, (y) the enforcement of any ObligationsObligations and (z) in connection with the occurrence of any Event of Default. Provided that no Event of Default has occurred and is continuing, the Borrowers have the right to approve the appointment and engagement terms of all legal and other advisors to the Agents and the Lenders in connection with this transaction, such approval not to be unreasonably withheld or delayed.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents Administrative Agent and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) Collateral Agent in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each of the Security Agreement Documents and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, the Security Agreement or Uniform Commercial Code financial statementsDocuments; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. Each Lender and Hedging Counterparty agrees to reimburse the Administrative Agent, the Collateral Agent and each Lender and Hedging Counterparty on demand for such Lender’s (or Hedging Counterparty, as applicable) pro rata share (based upon its respective percentage of all of the outstanding Obligations represented by such Person’s outstanding Obligations) of any such costs or expenses not paid by the Borrower. The Borrower further agrees to pay, and to save the Agents, the Documentation Administrative Agent, the ArrangerCollateral Agent, the Issuer Lenders and the Lenders Hedging Counterparties harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder Borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each the Administrative Agent, the Documentation Collateral Agent, the Arranger, Lenders and the Issuer and each Lender Hedging Counterparties upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expenses) incurred by such the Administrative Agent, the Documentation Collateral Agent, the Arranger, the Issuer such Lender or such Lender Hedging Counterparty in connection with (x) the negotiation of any restructuring or "“work-out", ,” whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and documented out-of-pocket expenses of the Administrative Agent and the Lenders, which shall be limited to the reasonable and documented out-of-pocket fees and expenses of one counsel to the Agents and Secured Parties taken as a whole in each applicable jurisdiction, one special counsel if necessary and, in the Arranger and case of local an actual or foreign counselpotential conflict of interest, if anyone additional counsel in each relevant jurisdiction to each group of similarly situated affected Secured Parties, who may be retained by counsel to the Agents) in connection with: NY: 1219514-6- - (a) the syndication reasonable and documented out-of-pocket expenses incurred by the Syndication Administrative Agent and or the Arranger of the LoansLenders, in the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Investment Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Investment Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andany Loan Document; (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any Investment Document; and (d) reasonable legal diligence, consulting and other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable advice in connection with the execution or delivery of this AgreementBorrower, the Credit Extensions made hereunder Subsidiaries and any of their Related Parties. The Initial Lender shall apply the $[***] expense deposit that the Borrower furnished to the Initial Lender prior to the Closing Date to the fees and expenses that are payable or reimbursable in accordance with the issuance of the Notes or Letters of Credit or any other Loan Documentsforegoing sentence. The Borrower also agrees to reimburse each Agent, the Documentation Agent, Administrative Agent and the Arranger, the Issuer and each Lender Lenders upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Administrative Agent and the Lenders) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Administrative Agent and each Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. (i) The Borrower Issuer agrees to pay on demand all up to $50,000 of the reasonable expenses of each of the Agents and the Arranger Note Purchaser (including the reasonable fees and out-of-pocket and legal expenses of counsel to the Agents and the Arranger and of local or foreign counselNote Purchaser, if any, who may be retained by counsel to the Agents) in connection with: (aA) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Loan Basic Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Basic Document as may from time to time hereafter be requiredproposed, whether or not the transactions contemplated hereby or thereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (cB) the preparation and review consummation of the form transactions contemplated by this Agreement and the other Basic Documents. (ii) The Issuer and the Servicer further jointly and severally agree to (A) pay upon demand all reasonable costs and out-of-pocket expenses incurred by the Note Purchaser as a consequence of, or in connection with, the enforcement of any document or instrument relevant to this Agreement or any of the other Loan Document. The Borrower further agrees Basic Documents (including, without limitation, all costs and out-of-pocket expenses incident to paythe performance of any due diligence by RSM McGladrey and fees charged by the Rating Agencies for the rating of the Note) and any stamp, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp documentary or other similar taxes which may be payable by the Note Purchaser in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder any Advance hereunder, or the issuance of the Notes or Letters of Credit Note or any other Loan Basic Documents; and (B) hold and save the Note Purchaser harmless from all liability for any breach by the Issuer of its obligations under this Agreement. The Borrower Issuer and Servicer also agrees further jointly and severally agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Note Purchaser upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) expenses incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender Note Purchaser in connection with (x) the negotiation of any restructuring or "work-out", ," whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsBasic Documents.

Payment of Costs and Expenses. (i) The Borrower agrees to pay on demand shall, whether or not the transactions herein contemplated are consummated, pay: all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket costs and expenses of counsel to each Credit Party (including all commissions, charges, costs and expenses for the Agents conversion of currencies and all other costs, charges and expenses, including all fees and Periodic Expenses of the Arranger and of local or foreign legal counsel, if anyconsultants and advisors for any of the foregoing) made, who may be retained by counsel to the Agents) paid, suffered or incurred in connection with with (aA) the syndication by the Syndication Agent and the Arranger of the Loanstranslation, the negotiation, preparation, execution and delivery and, where appropriate, authentication, registration and recordation of this Agreement Common Agreement, the other Transaction Documents and any other documents and instruments related hereto or thereto (including legal opinions), and (B) the authentication, registration, translation and recordation (where appropriate) of any of the Transaction Documents and the delivery of the evidences of Indebtedness relating to the DOE-Guaranteed Loans and the disbursements thereof. (ii) The Borrower shall also pay all out-of-pocket costs and expenses of each Credit Party (including all commissions, charges, costs and expenses for the conversion of currencies and all other Loan Documentcosts, charges and expenses including schedules all fees and exhibitsPeriodic Expenses of the legal counsel, consultants and advisors for any amendmentsof the foregoing) made, waiverspaid, consentssuffered or incurred in connection with (A) any amendment or modification to, supplements or other modifications to the protection or preservation of any right or claim under, or consent or waiver in connection with, this Common Agreement or any other Loan Document as may Transaction Document, any such other document or instrument related hereto or thereto or any Collateral Security, and (B) the administration, preservation in full force and effect and enforcement (including with respect to a work out) of this Common Agreement, the other Transaction Documents and any other documents and instruments referred to herein or therein (including the fees and disbursements of counsel for each Credit Party and travel costs), and (C) the fees and expenses of the Lenders’ Engineer and other Independent Consultants from time to time hereafter be requiredretained pursuant to the Loan Documents. (b) The Borrower shall, whether or not the transactions herein contemplated hereby are consummated; , (bi) indemnify each of the filingCredit Parties (each an “Indemnified Person” and, recordingcollectively, refiling or rerecording of each Pledge Agreement the “Indemnified Parties”) and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto of its respective officers, directors, employees, representatives, attorneys and all amendments, supplements agents from and modifications to any thereof and hold each of them harmless against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other documents proceeding or instruments inquiry (whether or not such Indemnified Person is a party thereto) related to the entering into and performance of further assurance required any Transaction Document or the disbursement of, or use of the proceeds of, any DOE-Guaranteed Loans or the consummation of any transactions contemplated herein or in any Transaction Document, including the fees and Periodic Expenses of counsel selected by such Indemnified Person incurred in connection with any such investigation, litigation or other proceeding or in connection with enforcing the provisions of this Section 11.17 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements to be filed the extent incurred by reason of the gross negligence or recorded willful misconduct of the Indemnified Person or refiled its officers, directors, employees, representatives, attorneys or rerecorded agents, as the case may be, as determined pursuant to a final, non-appealable judgment by the terms hereof or a court of such Pledge Agreementcompetent jurisdiction) (collectively, Security Agreement or Uniform Commercial Code financial statements; and“Indemnity Claims”). (c) Without limitation to the preparation provisions of Section 11.17(b) above, the Borrower agrees to defend, indemnify and review hold harmless each Indemnified Person and each of its respective directors, officers, shareholders, agents, employees, participants, successors and assigns, from and against any and all Claims. (d) All sums paid and costs incurred by any Indemnified Person with respect to any matter indemnified hereunder shall bear interest at the Late Charge Rate applicable to their respective DOE-Guaranteed Loans from the date the Borrower receives notice thereof from such Indemnified Person, until reimbursed by the Borrower, and all such sums and costs shall be added to the Secured Obligations and be secured by the Security Documents and shall be immediately due and payable on demand. Each such Indemnified Person shall promptly notify the Borrower in a timely manner of any such amounts payable by the Borrower hereunder, provided that any failure to provide such notice shall not affect the Borrower’s obligations under this Section 11.17. (e) Each Indemnified Person within ten days after the receipt by it of notice of the form commencement of any document action for which indemnity may be sought by it, or instrument relevant by any Person controlling it, from the Borrower on account of the agreements contained in this Section 11.17, shall notify the Borrower in writing of the commencement thereof, but the failure of such Indemnified Person to so notify the Borrower of any such action shall not release the Borrower from any liability that it may have to such Indemnified Person. (f) To the extent that the undertaking in the preceding clauses of this Section 11.17 may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under Governmental Rules to the payment and satisfaction of such undertakings. (g) The provisions of this Section 11.17 shall survive foreclosure under the Security Documents and satisfaction or discharge of the Secured Obligations, and shall be in addition to any other rights and remedies of any Indemnified Person. (h) Any amounts payable by the Borrower pursuant to this Agreement Section 11.17 shall be payable within the later to occur of (i) ten Business Days after the Borrower receives an invoice for such amounts from any applicable Indemnified Person, and (ii) five Business Days prior to the date on which such Indemnified Person expects to pay such costs on account of which the Borrower’s indemnity hereunder is payable, and if not paid by such applicable date shall bear interest at the Late Charge Rate from and after such applicable date until paid in full. (i) The Borrower shall be entitled, at its expense, to participate in the defense thereof provided that such Indemnified Person shall have the right to retain its own counsel, at the Borrower’s expense, and such participation by the Borrower in the defense thereof shall not release the Borrower of any liability that it may have to such Indemnified Person. Any Indemnified Person against whom any Claim is made shall be entitled, after consultation with the Borrower and upon consultation with legal counsel wherein such Indemnified Person is advised that such Claim is meritorious, to compromise or settle any such Claim. Any such compromise or settlement shall be binding upon the Borrower for purposes of this Section 11.17. (j) Upon payment of any Claim by the Borrower pursuant to this Section 11.17, the Borrower, without any further action, shall be subrogated to any and all claims that such Indemnified Person may have relating thereto, and such Indemnified Person shall at the request and expense of the Borrower cooperate with the Borrower and give at the request and expense of the Borrower such further assurances as are necessary or advisable to enable the Borrower vigorously to pursue such claims. (k) Notwithstanding any other Loan Document. The Borrower further agrees to pay, and to save the Agentsprovision of this Section 11.17, the Documentation AgentBorrower shall not be entitled to any (i) notice, (ii) participation in the defense of, (iii) consent rights with respect to any compromise or settlement, or (iv) subrogation rights, in each case except as otherwise provided for pursuant to this Section with respect to any action, suit or proceeding against the Borrower, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder Operator or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any ObligationsSponsor.

Payment of Costs and Expenses. The Borrower Borrowers agrees to pay on demand all reasonable fees and expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees and out-of-pocket expenses other charges of Shearman & Sterling LLP, counsel to the Agents and the Arranger Administrative Agent and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsAdministrative Agent) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and ongoing administration of each other Loan Document, including schedules and exhibits, the syndication of the Loans and any amendments, waivers, consents, supplements or other modifications to this Agreement or legal advice in respect of any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummatedconsummated and any and all legal advice in connection with any of the foregoing; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement any Loan Document and/or any Uniform Commercial Code financing statements Filing Statements relating thereto and all amendments, supplements supplements, amendments and restatements and other modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andany Loan Document; (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document; and (d) post-closing UCC-11 searches (within 120-days after the Effective Date) to confirm that the Liens granted to the Administrative Agent for the ratable benefit of the Secured Parties have been perfected. The Each Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes Taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Each Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Secured Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to each Secured Party) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender Secured Party in connection with (x) the negotiation of any restructuring or "“work-out"” with any Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on within 10 days following demand all reasonable expenses of each of the Agents Administrative Agent, the Issuer and the Arranger (including the reasonable fees and out-of-pocket expenses of special counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agentssaid counsel) in connection with with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; , and (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each of the Security Agreement Documents and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreementthe Security Documents, Security Agreement or Uniform Commercial Code financial statements; and and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. Each Lender agrees to reimburse the Administrative Agent and the Issuer within 10 days following demand for such Lender’s pro rata share (based upon its respective Percentage) of any such costs or expenses not paid by the Borrower. The Borrower further agrees to pay, and to save the Agents, the Documentation Administrative Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder Borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan DocumentsDocuments (excluding any such taxes that are Other Connection Taxes imposed with respect to an assignment). The Borrower also agrees to reimburse each the Administrative Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon within 10 days following demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expenses) incurred by such the Administrative Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations Obligations, and (y) the enforcement of any Obligations. All such requests for payment shall be accompanied by invoices containing reasonable detail. The Administrative Agent, the Issuer and each Lender agree to the extent feasible, and to the extent a conflict of interest does not exist in the reasonable opinion of any of the Administrative Agent, the Issuer and the Lenders or their counsel, to use the same counsel (i.e., one law firm in each relevant jurisdiction) in connection with any investigation, litigation or other proceeding under this Section 10.3.

Payment of Costs and Expenses. The Borrower agrees to pay on within thirty (30) days after written demand all reasonable expenses of each of the Agents and the Arranger Lender (including the reasonable fees and out-of-pocket expenses of internal and external counsel to the Agents and the Arranger Lender and of local or foreign counsel, if any, who may be retained by counsel to the AgentsLender) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, (b) the filing, recording, refiling or rerecording of each the Mortgages, the Security Agreements, the Pledge Agreement and each Security Agreement Agreements and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to to, and all releases and terminations of, any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such the Mortgages, the Security Agreements and the Pledge AgreementAgreements, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender harmless from all liability for, any stamp or other similar taxes (other than any income or franchise tax of the Lender) which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or Borrowings hereunder, the issuance of the Notes or Notes, the issuance of the Letters of Credit Credit, or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon within thirty (30) days after written demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expensesexpenses of internal and external attorneys, and the expenses of any accountant, engineer or other expert retained or utilized in connection therewith) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. All requests for payment under this SECTION 10.3 shall be accompanied by invoices containing reasonable details.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger Administrative Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAdministrative Agent) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement any Loan Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements supplements, amendments and restatements and other modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or the terms of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andany Loan Document; (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document; (d) any inspection, visit, review, examination, testing or evaluation performed by the Mining Consultant for purposes of preparing any reports, certificates or other information with respect to the Project; and (e) the syndication of the Commitments and Loans. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder hereunder, or the issuance of the Notes or Notes, Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Secured Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expensesexpenses of counsel to each Secured Party) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender Secured Party in connection with (x) the negotiation of any restructuring or "work-out"" with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger Administrative Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAdministrative Agent) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, and (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees covenants to pay, pay on demand all reasonable costs and to save expenses of the Agents, the Documentation Administrative Agent, the Arranger, the Issuer Fronting Bank and the Lenders harmless from incurred in the enforcement of the Administrative Agent's, the Fronting Bank's or any Lender's rights under this Agreement and any Loan Document (including the reasonable fees and expenses of counsel for the Administrative Agent, the Fronting Bank and such Lender with respect thereto) and, further, covenants that it will indemnify the Administrative Agent, the Fronting Bank and the Lenders on demand against all liability for, any stamp loss or damage to such Persons arising out of the issuance of or other similar taxes which may be payable action taken by such Persons in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters any Letter of Credit or Loan including the costs relating to any other Loan Documentslegal process instituted by any party restraining or seeking to restrain the Fronting Bank from accepting or paying any Letter of Credit or Draft. The Borrower also agrees to reimburse each that neither the Administrative Agent, the Documentation Fronting Bank nor any Lender will have any liability to it for any reason in respect of the issuance of any Letter of Credit or Loan other than on account of the Administrative Agent's, the Fronting Bank's or such Lender's gross negligence or wilful misconduct. All payments to be made to the Administrative Agent, the ArrangerFronting Bank and such Lender hereunder will, subject to Section 5.6, be made for value on the Issuer date due and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such free of any withholding tax or levy, other than taxes imposed on the net income of the Administrative Agent, the Documentation Agent, the Arranger, the Issuer Fronting Bank or such Lender Lender, and the Borrower covenants that such taxes or levies, other than as excepted, will be paid by the Borrower. The provisions of this paragraph will survive payment in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligationsfull hereunder.

Payment of Costs and Expenses. The Borrower agrees to pay on within thirty (30) days after written demand all reasonable expenses of each of the Agents and the Arranger Lender 82 (including the reasonable fees and out-of-pocket expenses of internal and external counsel to the Agents and the Arranger Lender and of local or foreign counsel, if any, who may be retained by counsel to the AgentsLender) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, (b) the filing, recording, refiling or rerecording of each the Mortgages, the Security Agreements, the Pledge Agreement and each Security Agreement Agreements and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to to, and all releases and terminations of, any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such the Mortgages, the Security Agreements and the Pledge AgreementAgreements, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender harmless from all liability for, any stamp or other similar taxes (other than any income or franchise tax of the Lender) which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or Borrowings hereunder, the issuance of the Notes or Notes, the issuance of the Letters of Credit Credit, or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon within thirty (30) days after written demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expensesexpenses of internal and external attorneys, and the expenses of any accountant, engineer or other expert retained or utilized in connection therewith) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. All requests for payment under this SECTION 10.3 shall be accompanied by invoices containing reasonable details.

Payment of Costs and Expenses. The Borrower agrees Co-Issuers jointly and severally agree to pay (by depositing such amounts into the Collection Account to be distributed subject to and in accordance with the Priority of Payments), on the Series 2017-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before five (5) Business Days after written demand (in all other cases), all reasonable expenses of the Administrative Agent, each of the Agents initial Funding Agent and the Arranger each initial Lender Party (including the reasonable fees and out-of-pocket expenses of counsel to each of the Agents and the Arranger and of local or foreign counselforegoing, if any, who may be retained by counsel to as well as the Agentsfees and expenses of the Rating Agencies) in connection with with (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (“Pre-Closing Costs”), and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Related Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; proposed (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document“Class A-1 Amendment Expenses”). The Borrower Co-Issuers further agrees jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to save hold the Agents, the Documentation Administrative Agent, the Arranger, the Issuer each Funding Agent and the Lenders each Lender Party harmless from all liability forfor (x) any breach by the Co-Issuers of their obligations under this Agreement, (y) all reasonable costs incurred by the Administrative Agent, such Funding Agent or such Lender Party in enforcing this Agreement and (z) any stamp or other similar taxes which Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, the Credit Extensions made hereunder (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Notes or Letters Series 2017-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Loan DocumentsRelated Documents (“Other Post-Closing Expenses”). The Borrower Co-Issuers also agrees agree to reimburse each reimburse, subject to and in accordance with the Priority of Payments, the Administrative Agent, the Documentation Agent, the Arranger, the Issuer such Funding Agent and each such Lender Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such the Administrative Agent, the Documentation Agent, the Arranger, the Issuer or such Funding Agent and such Lender Party in connection with (x1) the negotiation of any restructuring or "“work-out"”, whether or not consummated, of any Obligations the Related Documents and (y2) the enforcement of, or any waiver or amendment requested under or with respect to, this Agreement or any other Related Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers shall have no obligation to reimburse any Lender Party for any of the fees and/or expenses incurred by such Lender Party with respect to its sale or assignment of all or any Obligationspart of its respective rights and obligations under this Agreement and the Series 2017-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Borrower Each Borrower, jointly and severally, agrees (a) to pay on demand all reasonable expenses of or reimburse each of Agent, the Agents Lead Arranger and the Amendment Arranger (including the for all its reasonable fees and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities and the development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one firm of counsel to the Agents, the Lead Arranger and the Amendment Arranger, one regulatory counsel to the Agents, the Lead Arranger and the Amendment Arranger and a single firm of local counsel in each applicable jurisdiction, (b) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent, the Lead Arranger and the Amendment Arranger, for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Amendment Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or reimburse the Agents, the Lead Arranger and the Amendment Arranger for their documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9 and audits performed pursuant to Section 22 6.1 (l), and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including the fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent, the Lead Arranger and the Amendment Arranger harmless from, any and of local all recording and filing fees and any and all liabilities with respect to, or foreign counselresulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, who which may be retained by counsel payable or determined to the Agents) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution and delivery of, or delivery consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders, the Agents and the Arrangers, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including the reasonable and documented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one regulatory counsel and a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and in the case of an actual or perceived conflict of interest, by another firm of counsel for the affected Indemnitee)) other than Taxes (as to which Section 4.10 and Section 4.11 shall govern) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Credit Extensions made hereunder other Loan Documents, and any such other documents or the issuance use or proposed use of proceeds of the Notes Facilities, including any of the foregoing relating to the violation of, noncompliance with or Letters liability under, any Environmental Law applicable to the operations of Credit the Loan Parties and any of their Subsidiaries, or any of the Properties, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other Loan Documents. The Borrower also agrees to reimburse each Agenttheory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the Documentation Agent, “Indemnified Liabilities”); provided that the Arranger, Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by extent such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with Indemnified Liabilities (x) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the negotiation bad faith, gross negligence or willful misconduct of such Indemnitee or any restructuring or "work-out"Related Person thereof, whether or not consummated, of any Obligations and (y) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from any material breach of the enforcement obligations of such Indemnitee or any ObligationsRelated Person thereof or (z) result from any proceeding that is solely among Indemnitees (other than any proceeding against any Agent or Arranger or Person fulfilling a similar role in respect of the Facilities in its capacity or in fulfilling its role as such) and does not involve an act or omission by the U.S. Borrower or any of its Affiliates. The agreements in this Section 11.6 shall survive repayment of the Loans, Reimbursement Obligations and all other amounts payable hereunder.

Payment of Costs and Expenses. The Borrower agrees to pay ------------------------------ on demand all reasonable expenses of each of the Agents Agent and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents Agent and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgent and the allocated cost of internal counsel) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery, syndication and delivery administration of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording re-recording of each Pledge Agreement and each the Security Agreement Agreements and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded re-recorded by the terms hereof or of such Pledge Agreement, the Security Agreement or Uniform Commercial Code financial statementsAgreements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower agrees to pay to the Agent customary fees in connection with any amendment or waiver in respect of the Loan Documents in accordance with the then current market as determined by the Agent. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Arranger and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees fees, legal expenses and legal expensesthe allocated cost of internal counsel) incurred by such the Agent, the Documentation AgentIssuer, the Arranger, the Issuer Arranger or such Lender in connection with (x) the negotiation of any restructuring or "work-out", " whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable fees and expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees and out-of-pocket expenses of Milbank, Tweed, Hxxxxx & MxXxxx LLP, or such other counsel to the Agents and the Arranger Administrative Agent and of local or foreign counsel, if any, who may be retained by or on behalf of the Administrative Agent) and the Collateral Agent (including the fees and expenses of Thacher, Pxxxxxx & Wxxx, LLP or such other counsel to the AgentsCollateral Agent who may be retained by or on behalf of the Administrative Agent) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Financing Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Financing Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Financing Document (including the Filing Statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been filed or recorded and any and all other documents or instruments of further assurance required to be filed or recorded recorded, or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Financing Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Financing Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes Non-Excluded Taxes which may be payable in connection with the execution or delivery of this Agreementeach Financing Document, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Secured Party upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to each Secured Party) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender Secured Party in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.Obligations (including, without limitation, the costs and expenses of the Collateral Agent or any Secured Party incurred in connection with bringing any enforcement or collection action with respect to the Collateral under any Financing Document). NY1:#3495514

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents Lead Arrangers and the Arranger Administrative Agent (including the reasonable fees and out-of-pocket expenses of Mxxxx Xxxxx LLP, counsel to the Agents and the Arranger Administrative Agent, and of local or foreign counsel, if any, who may be retained by or on behalf of the Administrative Agent and including, without limitation, the reasonable fees, charges and disbursements of counsel to and other outside consultants for the AgentsAdministrative Agent, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, including all Intralinks expenses, and the cost of environmental audits and surveys and appraisals) in connection with: (a) the syndication by the Syndication Agent and the Arranger of the Loansreview, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;; and (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto Loan Document (including the Filing Statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Effective Date in jurisdictions where Filing Statements (or other documents evidencing Liens in favor of the Secured Parties) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders each Secured Party harmless from all liability for, any stamp or other similar taxes which that may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNotes. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender Secured Parties upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel and settlement costs) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay ----------------------------- on demand all reasonable expenses of each of the Agents Agent and the Lead Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents Agent and the Lead Arranger (including the reasonable allocated cost of internal legal services and all disbursements of internal counsel) and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAgent and the Lead Arranger) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement Agreement, the Notes, each Collateral Document and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement Agreement, the Notes, any Collateral Document or any other Loan Document as may from time to time hereafter be requiredrequired or requested, whether or not the transactions contemplated hereby or thereby are consummated; (b) the filing, recording, refiling or rerecording of each the Fourth Amendment to Mortgage, the Second Amendment to Modesto Mortgage, the Pledge Agreement and each the Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such the Mortgage, the Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; andthe Security Agreement; (c) the preparation and review of the form of any document or instrument relevant to this Agreement Agreement, the Notes, any Collateral Document or any other Loan Document; and (d) the administration of this Agreement, the Notes, the Collateral Documents and the other Loan Documents and the consideration of legal questions relevant hereto and thereto. The Borrower further agrees to pay, and to save hold the Agents, the Documentation Agent, the Arranger, the Issuer Lead Arranger and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each the Agent, the Documentation Agent, the Arranger, the Issuer Lead Arranger and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, Agent or the Arranger, the Issuer Lead Arranger or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations Obligations, and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents Administrative Agent and the Arranger (including the reasonable fees and out-of-pocket expenses of counsel to the Agents and the Arranger and of local or foreign counsel, if any, who may be retained by counsel to the Agents) Collateral Agent in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling or rerecording of each Pledge Agreement and each of the Security Agreement Documents and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, the Security Agreement or Uniform Commercial Code financial statementsDocuments; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. Each Lender and Hedging Counterparty agrees to reimburse the Administrative Agent, the Collateral Agent and each Lender and Hedging Counterparty on demand for such Lender's (or Hedging Counterparty, as applicable) pro rata share (based upon its respective percentage of all of the outstanding Obligations represented by such Person's outstanding Obligations) of any such costs or expenses not paid by the Borrower. The Borrower further agrees to pay, and to save the Agents, the Documentation Administrative Agent, the ArrangerCollateral Agent, the Issuer Lenders and the Lenders Hedging Counterparties harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder Borrowings hereunder, or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each the Administrative Agent, the Documentation Collateral Agent, the Arranger, Lenders and the Issuer and each Lender Hedging Counterparties upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such the Administrative Agent, the Documentation Collateral Agent, the Arranger, the Issuer such Lender or such Lender Hedging Counterparty in connection with (x) the negotiation of any restructuring or "work-out", ," whether or not consummated, of any Obligations and (y) the enforcement of any Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Lender (including the reasonable fees and out-of-pocket expenses of Cxxxxxxxx & Bxxxxxx LLP, counsel to the Agents and the Arranger Lender, and of local or foreign counsel, if any, who may be retained by counsel to or on behalf of the AgentsLender) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, recording, refiling filing or rerecording recording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code Loan Document (including any financing statements relating thereto statements) and all amendments, supplements supplements, amendment and restatements and other modifications to any thereof thereof, searches made following the Closing Date in jurisdictions where financing statements (or other documents evidencing Liens in favor of the Lender) have been recorded and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsany Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save hold the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreementeach Loan Document, the Credit Extensions made hereunder Loans or the issuance of the Notes or Letters of Credit or any other Loan DocumentsNote. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' ’ fees and legal expensesexpenses of counsel to the Lender) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "“work-out"” with the Borrower, whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. The Lender acknowledges receipt of a $125,000 expense deposit from the Borrower which will be applied by the Lender to satisfy a portion of the expenses due hereunder.

Payment of Costs and Expenses. (a) The Parent and the Borrower agrees agree to pay on demand all reasonable expenses of each of the Agents and the Arranger (including the reasonable documented fees and out-of-pocket expenses of the Administrative Agent and its Related Parties (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of legal counsel to the Agents Administrative Agent and the Arranger accountants, appraisers, investment bankers, environmental advisors, management consultants and of local or foreign counselother consultants, if any, who may be retained by the Administrative Agent (provided that fees and out-of-pocket expenses of legal counsel shall be limited to one primary counsel, one local counsel (in each reasonably necessary jurisdiction, including, without limitation, Ireland) and one special counsel (for each reasonably necessary specialty), in each case, for the Agents) Lenders, the Lead Arranger and the Administrative Agent taken as a whole, and in the case of a conflict of interest of any of the foregoing counsel, one additional local and/or special counsel (as applicable))), in each case, that are incurred in connection with: (ai) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Loan DocumentDocument (including with respect to due diligence matters, including schedules the preparation of additional Loan Documents, the review and exhibitspreparation of agreements, instruments or documents pursuant to Section 7.8, Section 7.10 and Section 10.9), and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, and the Administrative Agent’s consideration of their rights and remedies hereunder or in connection herewith from time to time whether or not the transactions contemplated hereby or thereby are consummated; (bii) the filing, recording, refiling or rerecording of each Pledge Agreement and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsCollateral Documents executed in connection with the transactions contemplated hereby; and (ciii) the preparation costs of appraisals, field exams, inspections and review verification of the form Collateral, including, without limitation, travel, lodging, meals and other charges, including the costs, fees and expenses of any document or instrument relevant independent auditors and appraisers (subject to this Agreement or any other Loan Document. the limitations otherwise set forth herein). (b) The Parent and the Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or the issuance of the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees agree to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon demand Party for all reasonable fees and out-of-pocket expenses (including reasonable attorneys' including, without limitation, the fees and out-of-pocket expenses of legal expensescounsel and consultants to each Lender Party who may be retained by each such Lender Party; provided that the fees and out-of-pocket expenses of legal counsel shall be limited to one primary counsel, one local counsel (in each reasonably necessary jurisdiction) and one special counsel (for each reasonably necessary specialty) in each case for the Lender Parties taken as a whole, and in the case of a conflict of interest of any of the foregoing counsel, one additional local and/or special counsel (as applicable)) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such each Lender Party in connection with (xi) the negotiation of any restructuring or "work-“work out"”, whether or not consummated, of any Obligations and (yii) the enforcement or protection of its rights in connection with this Agreement, any ObligationsCollateral Document or any other Loan Document. (c) To the extent that the Parent or the Borrower for any reason fails to pay any amount required under clause (a) to be paid by it to the Administrative Agent or any Related Party, each Lender severally agrees to pay to the Administrative Agent or the applicable Related Party, such Lender’s Percentage (determined as of the time that the applicable unreimbursed expense or payment is sought) of such unpaid amount. The obligations of the Lenders under this clause are several and not joint. (d) All amounts due under this Section shall be payable promptly and, in any event, not later than three (3) Business Days after receipt of a notice in accordance with the notice provisions set forth in Section 11.2. (e) Each party’s obligations under this Section shall survive termination of the Loan Documents and payment of the obligations hereunder.

Payment of Costs and Expenses. The Revolving Borrower agrees to pay on demand all reasonable expenses of each of the Agents and the Arranger Administrative Agent (including the reasonable fees fees, charges and out-of-pocket expenses of counsel (including allocated costs of internal counsel) to the Agents and the Arranger Administrative Agent and of local or foreign counsel, if any, who may be retained by counsel to the AgentsAdministrative Agent) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; (b) the filing, filing and recording, refiling or rerecording of each Pledge Agreement all releases in respect of the Collateral Documents and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statementsCollateral; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Revolving Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer Administrative Agent and the Lenders harmless from all liability for, any stamp or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or Borrowings hereunder, the issuance of the Notes or Notes, the issuance of the Letters of Credit Credit, or any other Loan Documents. The Revolving Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer Administrative Agent and each Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and charges and legal expenses, including allocated costs of internal counsel)) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer Administrative Agent or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Loan Documents or Obligations and (y) the enforcement of any Loan Documents or Obligations.

Payment of Costs and Expenses. The Borrower agrees to pay on within thirty (30) days after written demand all reasonable expenses of each of the Agents and the Arranger Lender (including the reasonable fees and out-of-pocket expenses of internal and external counsel to the Agents and the Arranger Lender and of local or foreign counsel, if any, who may be retained by counsel to the AgentsLender) in connection with (a) the syndication by the Syndication Agent and the Arranger of the Loans, the negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated;, (b) the filing, recording, refiling or rerecording of each the Mortgages, the Security Agreements, the Pledge Agreement and each Security Agreement Agreements and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to to, and all releases and terminations of, any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of such the Mortgages, the Security Agreements and the Pledge AgreementAgreements, Security Agreement or Uniform Commercial Code financial statements; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders Lender harmless from all liability for, any stamp or other similar taxes (other than any income or franchise tax of the Lender) which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder or borrowings hereunder, the issuance of the Notes or Notes, the issuance of the Letters of Credit Credit, or any other Loan Documents. The Borrower also agrees to reimburse each Agent, the Documentation Agent, the Arranger, the Issuer and each Lender upon within thirty (30) days after written demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expensesexpenses of internal and external attorneys, and the expenses of any accountant, engineer or other expert retained or utilized in connection therewith) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. All requests for payment under this Section 10.3 shall be accompanied by invoices containing reasonable details.

Payment of Costs and Expenses. (a) The Borrower agrees to shall, whether or not the transactions herein contemplated are consummated, pay on demand or reimburse, without duplication: all reasonable expenses of each of the Agents and the Arranger (including the reasonable fees and out-of-pocket costs and expenses of counsel to each Secured Party (including all commissions, charges, costs and expenses for the Agents conversion of currencies and all other costs, charges and expenses, including all fees and Periodic Expenses of the Arranger and of local or foreign legal counsel, if anyconsultants and advisors for any of the foregoing) made, who may be retained by counsel to the Agents) paid, suffered or incurred in connection with with (ai) the syndication by the Syndication Agent preparation, execution and the Arranger delivery of the LoansTerm Sheet, (ii) the translation, negotiation, preparation, execution and delivery and, where appropriate, authentication, registration and recordation of this Agreement and of each Loan Guarantee Agreement, the other Loan Document, including schedules and exhibits, Transaction Documents and any amendmentsother documents and instruments related hereto or thereto (including legal opinions) and (iii) the authentication, waiversregistration, consentstranslation and recordation (where appropriate) of any of the Transaction Documents and the delivery of the evidences of Indebtedness relating to the Advances and the disbursements thereof. (b) The Borrower also shall pay or reimburse, supplements without duplication, all reasonable and reasonably documented out-of-pocket costs and expenses of DOE or any other modifications to Secured Party (including all commissions, charges, costs and expenses for the conversion of currencies and all other costs, charges and expenses including all fees and Periodic Expenses of the legal counsel, consultants and advisors for any of the foregoing) made, paid, suffered or incurred in connection with (A) any amendment or modification to, or the protection or preservation of any right or claim under, or consent or waiver in connection with, this Loan Guarantee Agreement or any other Transaction Document, any such other document or instrument related hereto or thereto or any Collateral, (B) the administration, preservation in full force and effect and enforcement (including with respect to a work out) of this Loan Document as may Guarantee Agreement, the other Transaction Documents and any other documents and instruments referred to herein or therein (including the fees and disbursements of counsel for DOE and travel costs) and (C) the fees and expenses of the Independent Engineer and other Independent Consultants from time to time hereafter be requiredretained pursuant to the Financing Documents. (c) The Borrower shall, whether or not the transactions herein contemplated hereby are consummated; (b) the filing, recordingindemnify DOE, refiling or rerecording of FFB, each Pledge Agreement other Secured Party and each Security Agreement and/or any Uniform Commercial Code financing statements relating thereto of their respective officers, directors, employees, representatives, attorneys and all amendmentsagents (each an “Indemnified Person” and, supplements collectively, the “Indemnified Parties”) from and modifications to any thereof and hold each of them harmless against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other documents proceeding or instruments inquiry (whether or not such Indemnified Person is a party thereto) arising out of further assurance required or related to be filed or recorded or refiled or rerecorded by the terms hereof or of such Pledge Agreement, Security Agreement or Uniform Commercial Code financial statements; and (ci) the preparation preparation, execution and review delivery of the form Term Sheet and (ii) the entering into and performance of any document Transaction Document or instrument relevant to this Agreement the disbursement of, or use of the proceeds of, any other Loan Advance or the consummation of any transactions contemplated herein or in any Transaction Document. The Borrower further agrees to pay, and to save the Agents, the Documentation Agent, the Arranger, the Issuer and the Lenders harmless from all liability forincluding without limitation, any stamp pollution or other similar taxes which may be payable in connection with the execution or delivery of this Agreement, the Credit Extensions made hereunder threat to human health or the issuance of environment that is related in any way to the Notes or Letters of Credit or any other Loan Documents. The Borrower also agrees to reimburse each AgentProject, the Documentation Agentand further including, the Arrangerwithout limitation, the Issuer all on-site and each Lender upon demand for all reasonable outoff-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by such Agent, the Documentation Agent, the Arranger, the Issuer or such Lender in connection with (x) the negotiation of any restructuring or "work-out"site activities involving Hazardous Substances, whether or not consummatedany such matters are included in any schedule to this Loan Guarantee Agreement, and any Environmental Claim against any Person whose liability for such Environmental Claim the Borrower or any Borrower Entity has assumed or retained either contractually or by operation of law, including the fees and Periodic Expenses of counsel selected by such Indemnified Person incurred in connection with any such investigation, litigation or other proceeding or in connection with enforcing the provisions of this Section 11.18 (but excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements to the extent incurred by reason of the gross negligence or willful misconduct of the Indemnified Person or its officers, directors, employees, representatives, attorneys or agents, as the case may be, as determined pursuant to a final, non-appealable judgment by a court of competent jurisdiction) (collectively, “Indemnity Claims”). (i) Without limitation to the provisions of clause (b) above, the Borrower agrees to defend, indemnify and hold harmless each Indemnified Person and each of its respective directors, officers, shareholders, agents, employees, participants, successors and assigns, from and against any and all Indemnity Claims. (ii) All sums paid and costs incurred by any Indemnified Person with respect to any matter indemnified hereunder shall bear interest at the Late Charge Rate applicable to the Advance from the date the Borrower receives notice thereof from such Indemnified Person, until reimbursed by the Borrower, and all such sums and costs shall be added to the Secured Obligations and be secured by the Security Documents and shall be immediately due and payable on demand. Each such Indemnified Person shall promptly notify the Borrower in a timely manner of any Obligations such amounts payable by the Borrower hereunder; provided that any failure to provide such notice shall not affect the Borrower’s obligations under this Section 11.18. (d) Each Indemnified Person within seven (7) Business Days after the receipt by it of notice of the commencement of any action for which indemnity may be sought by it, or by any Person controlling it, from the Borrower on account of the agreements contained in this Section 11.18, shall notify the Borrower in writing of the commencement thereof, but the failure of such Indemnified Person to so notify the Borrower of any such action shall not release the Borrower from any liability that it may have to such Indemnified Person. (e) To the extent that the undertaking in the preceding clauses of this Section 11.18 may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Laws to the payment and satisfaction of such undertakings. (f) The provisions of this Section 11.18 shall survive foreclosure under the Security Documents and satisfaction or discharge of the Secured Obligations, and shall be in addition to any other rights and remedies of any Indemnified Person. (g) Any amounts payable by the Borrower pursuant to this Section 11.18 shall be payable not later than the later of (i) ten (10) Business Days after the Borrower receives an invoice for such amounts from any applicable Indemnified Person and (yii) five (5) Business Days prior to the enforcement date on which such Indemnified Person expects to pay such costs on account of which the Borrower’s indemnity hereunder is payable, and if not paid by such applicable date shall bear interest at the Late Charge Rate from and after such applicable date until paid in full. (h) The Borrower shall be entitled, at its expense, to participate in the defense thereof provided that such Indemnified Person shall have the right to retain its own counsel, at the Borrower’s expense, and such participation by the Borrower in the defense thereof shall not release the Borrower of any Obligationsliability that it may have to such Indemnified Person. Any Indemnified Person against whom any Indemnity Claim is made shall be entitled, after consultation with the Borrower and upon consultation with legal counsel wherein such Indemnified Person is advised that such Indemnity Claim is meritorious, to compromise or settle any such Indemnity Claim. Any such compromise or settlement shall be binding upon the Borrower for purposes of this Section 11.18. (i) Upon payment of any Indemnity Claim by the Borrower pursuant to this Section 11.18, the Borrower, without any further action, shall be subrogated to any and all claims that such Indemnified Person may have relating thereto, and such Indemnified Person shall at the request and expense of the Borrower cooperate with the Borrower and give at the request and expense of the Borrower such further assurances as are necessary or advisable to enable the Borrower vigorously to pursue such claims. (j) Notwithstanding any other provision of this Section 11.18, the Borrower shall not be entitled to any (i) notice, (ii) participation in the defense of, (iii) consent rights with respect to any compromise or settlement or (iv) subrogation rights, in each case except as otherwise provided for pursuant to this Section 11.18 with respect to any action, suit or proceeding against the Borrower, the Operator or the Sponsor.