Common use of Reimbursement of Expenses Clause in Contracts

Reimbursement of Expenses. Borrowers agree to reimburse (i) Agent for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.

Reimbursement of Expenses. Borrowers agree (a) The Seller and Banro shall pay to reimburse (i) Agent for the Purchaser all reasonable and documented out-of-pocket costs and expenses (including all reasonable legal fees and disbursements of counsel) incurred by the Purchaser in connection with this Agreement and the other related transactions, including: (i) the negotiation, preparation, printing, execution and delivery, both prior and subsequent to the Closing Date, of this Agreement and the Security Agreements; (ii) the fees and expenses of Agent's external counselengineering, environmental, insurance consulting and other expert or professional services retained by the Purchaser and any on-site inspections by the Purchaser or its representatives; (iii) the commissions, fees and expenses of Agent associated any selling agent engaged to monetize the Payable Gold; (iv) advice of counsel with respect to the this Agreement Agreement, the Security Agreements or any of the other Loan Documents and the transactions transaction contemplated hereby and thereby, including thereunder; (Av) the negotiation and preparation enforcement of this Agreement or any Security Agreement or the enforcement or preservation of rights thereunder or the other Loan Documentsbringing of any action, any amendment of suit or modification proceeding with respect to the enforcement of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Security Agreement or any such right or seeking any remedy which may be available to the Purchaser at law or in equity; (vi) the maintenance of the other Loan Documents registration, filing and the transactions contemplated hereby perfection of the Security Agreements and thereby; and the Encumbrances thereof; (iivii) Agent any amendments, waivers or any Lender for reasonable and documented legal or accounting expenses consents requested by the Seller pursuant to the provisions hereof or any other reasonable Security Agreement; (viii) the incorporation and documented costs organization of the Purchaser, as well as the initial issuances of notes or out-of-pocket other investment instruments required to capitalize the Purchaser with the Prepayment Amount; and (ix) the ongoing fees and expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any administration of the other Loan DocumentsPurchaser, including fees and expenses related to fiscal and collateral agents, valuation tax reporting and audit. (Bcollectively, the “Reimbursable Expenses”). (b) any attempt to enforce any rights The obligations of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue the Seller under this Section 13.3 shall survive the payment and performance of the Seller’s obligations hereunder and the termination of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimAgreement.

Reimbursement of Expenses. Borrowers agree In addition to paying Xxxxxxx the fees described in each Fee Letter, the Trust, on behalf of each Fund, agrees to reimburse Ultimus for its actual reimbursable expenses in providing services hereunder, if applicable, including, without limitation, the following: 4.1. Reasonable travel and lodging expenses incurred by officers and employees of Xxxxxxx in connection with attendance at meetings of the Trust’s Board of Trustees (ithe “Board”) Agent or any committee thereof and shareholders’ meetings; 4.2. All freight and other delivery charges incurred by Xxxxxxx in delivering materials on behalf of the Trust; 4.3. All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Xxxxxxx in communication with the Trust, the Trust’s investment adviser(s) or custodian, counsel for all reasonable the Trust or a Fund, counsel for the Trust’s independent Trustees, the Trust’s independent accountants, dealers or others as required for Ultimus to perform the Services; 4.4. The cost of obtaining secondary security market quotes and documented out-of-pocket costs any securities data, including, but not limited to, the cost of fair valuation services and expenses (including legal the cost of obtaining corporate action related data and securities master data; 4.5. The cost of electronic or other methods of storing records and materials; 4.6. All fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred in connection with (A) any litigationlicensing of software, contestsubscriptions to databases, dispute, suit, proceeding custom programming or action (whether instituted systems modifications required to provide any special reports or services requested by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any Trust; 4.7. Any expenses Ultimus shall incur at the direction of an officer of the Trust thereunto duly authorized other Loan Documents, (B) any attempt to enforce any rights than an employee or other affiliated person of Agent or any Lender against any Borrower or any other Person which Xxxxxxx who may otherwise be obligated to Agent or any Lender by virtue of this Agreement or any named as an authorized representative of the other Loan DocumentsTrust for certain purposes; 4.8. A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); 4.9. A reasonable allocation of the cost of GainsKeeper® software, including used by Ultimus to track wash loss deferrals for both fiscal (855) and excise tax provisioning; and 4.10. Any additional expenses reasonably incurred by Xxxxxxx in the Account Debtors, or (C) after the occurrence performance of its duties and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimunder this Agreement.

Reimbursement of Expenses. Borrowers agree Residential shall reimburse the Asset Manager on a monthly basis for (a) direct and indirect expenses it incurs or payments in makes on behalf of Residential, the Partnership or any other respective subsidiaries thereof, including, but not limited to, the allocable compensation and routine overhead expenses of all employees and staff of the Asset Manager, when and to the extent engaged in providing asset management and corporate governance services hereunder, (b) all other necessary or appropriate expenses allocable to Residential, the Partnership or any other respective subsidiaries thereof or otherwise reasonably incurred by the Asset Manager in connection with the performance of the Asset Manager’s duties hereunder and (c) all costs and expenses incurred by the Asset Manager in connection with operations of Residential, the Partnership or any other respective subsidiaries thereof or any transactions in which Residential, the Partnership or any other respective subsidiaries thereof engage. Without limiting the foregoing, Residential shall reimburse the Asset Manager (to the extent incurred by the Asset Manager) and retain all responsibility for those costs and expenses relating to: (i) Agent for all reasonable the organization and documented out-of-pocket costs and expenses (including legal fees and expenses corporate governance of Agent's external counsel) of Agent associated with this Agreement Residential, the Partnership or any of the respective subsidiaries thereof; (ii) calculating the net asset value of Residential, the Partnership or any other Loan Documents respective subsidiaries thereof (including the cost and the transactions contemplated hereby expenses of any independent valuation firm); (iii) fees and therebyexpenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for Residential, the Partnership or any other respective subsidiaries thereof and in monitoring investments in Real Estate Assets held by any of the foregoing and performing due diligence on their prospective investments in Real Estate Assets; (Aiv) interest payable on debt, if any, incurred to finance investments in Real Estate Assets by Residential, the negotiation and preparation Partnership or any other respective subsidiaries thereof; (v) offerings of this Agreement the equity or other securities of Residential, the Partnership or any of their respective subsidiaries; (vi) asset management and incentive fees payable to third parties; (vii) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in Real Estate Assets; (viii) transfer agent and custodial fees; (ix) federal, state and territorial registration fees; (x) all costs of registration and listing the capital stock or other Loan Documentssecurities of Residential, any amendment of or modification of this Agreement the Partnership or any other respective subsidiaries thereof on any securities exchange; (x) federal, state and local taxes; independent directors’ fees and expenses; (xi) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission or any other cost of compliance with federal or state securities laws; (xii) costs of any reports, proxy statements or other notices to stockholders, including printing costs; (xiii) the portion of the directors and officers/errors and omissions liability insurance, and any other Loan Documentsinsurance premiums allocable to Residential, the Partnership or any syndication or attempted syndication other respective subsidiaries thereof; (xiv) direct costs and expenses of the Obligations administration, including printing, mailing, long distance telephone, copying, secretarial and (B) the administration of this Agreement or any of the other Loan Documents staff, independent auditors and the transactions contemplated hereby and therebyoutside legal costs; and (iixv) Agent or any Lender for reasonable and documented legal or accounting all other expenses or any other reasonable and documented costs or out-of-pocket expenses incurred by the Asset Manager in connection with (A) any litigationadministering the business of Residential, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower the Partnership or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimsubsidiary thereof.

Reimbursement of Expenses. Borrowers agree to Borrower shall pay or reimburse Lender on written demand for (i1) Agent for all reasonable and documented out-of-pocket costs and expenses (incurred by Lender in connection with the negotiation, documentation, closing, disbursement and administration of the Loan, including legal fees and expenses of AgentLender's external counselattorneys and Lender's environmental, engineering, accounting and other consultants; fees, charges and taxes for the recording or filing of Loan Documents; financial investigation, audit and inspection fees and costs; settlement of condemnation and casualty awards; title search costs, premiums for title insurance and endorsements thereto; fees and costs for lien and litigation searches and background checks; and costs and expenses of responding to third-party subpoenas; and (2) all amounts expended, advanced or incurred by Lender to collect the Note, or to enforce the rights of Agent associated with Lender under this Agreement or any of the other Loan Document, to protect, defend or assert the rights, claims and actions of Lender under the Loan Documents and or with respect to the Collateral (by litigation or other proceedings) or to defend any claims asserted against Lender by Borrower or any Borrower Party with respect to the Loan, the Loan Documents, the Collateral or the transactions contemplated hereby hereby, which amounts will include all transfer taxes payable upon foreclosure of any Collateral, court costs, attorneys' fees and therebyexpenses, including (A) the negotiation fees of auditors and preparation of this Agreement or any of the other Loan Documentsaccountants, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any investigation expenses as may be incurred by Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action such matters (whether instituted or not litigation is instituted), together with interest at the Default Rate on each such amount from the date of written demand for payment until the date of reimbursement to Lender. All amounts payable by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, Lender under this Agreement or any Section shall constitute part of the other Loan and shall be secured by the Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.

Reimbursement of Expenses. Borrowers agree to Client shall reimburse (i) Agent Service Provider for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or its out-of-pocket expenses reasonably incurred in connection providing Services (upon reasonable request, not to occur too frequently, Service Provider shall provide invoices or other documentation evidencing such expenses), including, but not limited to: (i) All freight and other delivery and bonding charges incurred by Service Provider in delivering materials to and from the Client and in delivering all materials to Unitholders; (ii) All direct telephone, telephone transmission, and telecopy or other electronic transmission and remote system access expenses incurred by Service Provider in communication with the Client or the Client’s investment adviser or custodian, dealers, or others as required for Service Provider to perform the Services; (Aiii) any litigationThe cost of obtaining security and issuer information; (iv) The cost of CD-ROM, contestcomputer disks, disputemicrofilm, suitor microfiche, proceeding and storage of records or action other materials and data; (whether instituted v) Costs of postage, bank services, couriers, stock computer paper, statements, labels, envelopes, reports, notices, or other form of printed material (including the cost of preparing and printing all printed material) which shall be required by Agent, any Lender, any Borrower or any other Person) relating to Service Provider for the Collateral, this Agreement or any performance of the other Loan Documentsservices to be provided hereunder, including print production charges incurred; (Bvi) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any All copy charges; (vii) Any expenses Service Provider shall incur at the written direction of the other Loan DocumentsClient or a duly authorized officer of the Client; (viii) All systems-related expenses associated with the provision of special reports; (ix) NSCC charges and Depository Trust & Clearing Corporation charges (x) The cost of tax data services; (xi) Regulatory filing fees, industry data source fees, printing (including board book production expenses) and typesetting services, communications, delivery services, reproduction and record storage and retention expenses, and travel related expenses for board/client meetings; and (xii) Any additional expenses reasonably incurred by Service Provider in the Account Debtors, or (C) after the occurrence performance of its duties and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimunder this Agreement.

Reimbursement of Expenses. Borrowers agree to reimburse (i) Agent for Borrower will pay all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses incurred by the Lenders in connection with the preparation, negotiation, execution, delivery, filing, recording, administration and enforcement of the Loan Documents to which is a party, including but not limited to expenses incurred upon satisfaction, or modification of the Loans, or disposition of the Loans to the extent determined Fund. In addition, but not as a limitation, Borrower will pay: (a) $24,000 on December 1st of each year, commencing December 1, 2011 to Waveland XVI for its accounting, audit and tax expenses each year in the amount of $15,000 and to pay the Fund’s management fees in the amount of $9,000 per year; (b) all taxes and recording expenses, including all intangible, registration and stamp taxes, if any; (c) title insurance premiums, appraiser fees, environmental audit fees, insurance consultant fees, construction inspection fees and expenses; (d) fees, if any, due to brokers in connection with the Property or this Agreement (other than any broker hired by a or contracted for by any Lender); (e) all reasonable legal fees and expenses, including, without limitation, Lenders’ and their direct and indirect members’ counsel’s fees and expenses for services performed and sums advanced or disbursed in connection with the transactions contemplated by this Agreement, plus reimbursement of all out of pocket expenses incurred in connection therewith; (f) all fees incurred in connection with the delivery of the legal opinions required for purposes of closing the Loans; (g) all fees of accountants in connection with preparation of the Financial Projections and the QALICB Report; (h) all fees and expenses incurred by Lenders in connection with the disbursement of the Loans; (i) Borrower shall also pay or reimburse, at the request of Lenders, the bank charges, wiring fees, and limited liability company filing fees incurred by Lenders in connection with the Loans, including but not limited to the disbursement of Loan proceeds, and distributions to its members; (j) Borrower will, upon request, promptly reimburse the Lenders for all amounts expended, advanced or incurred by the Lenders (or their direct or indirect members) after the occurrence of an Event of Default, to satisfy any obligation of Borrower under the Loan Documents, or any other agreement, document or instrument executed and delivered in connection herewith, or to protect the Property or business of Borrower or to collect the Loans, or to enforce the rights of the Lenders under the Loan Documents (other than disputes solely between or among the Lenders under the Intercreditor Agreement), which amounts will include all court costs, attorneys’ fees, fees of competent jurisdiction auditors and accountants, and investigation expenses reasonably incurred by final and nonappealable judgment to have resulted the Lenders (or their direct or indirect members) in connection with any such matters, together with interest at the interest rate set forth in the Notes on each such amount from the date that the same is expended, advanced or incurred by Lenders (or their direct or indirect members) until the date of reimbursement to Lenders, as the case may be; and (k) Borrower will pay within ten (10) Business Days after written notice thereof, any fees imposed by the U.S. Department of Treasury after the date hereof, on any Lender or the Allocatee in connection with the Allocation Agreement; provided that such fees shall be prorated based on the amount suballocated with respect to the transactions evidenced by the applicable Loans to the total amount suballocated pursuant to the applicable Allocation Agreement at the time the fees are imposed. As of the date hereof, no such fees have been imposed. (l) Borrower shall be responsible to pay to Lenders any Alaska state or local taxes or other charge, including but not limited to income, withholding or gross negligence receipts tax (collectively, “state or willful misconduct local taxes”), imposed on Lenders as a result of the Loans, excluding any state or local taxes that when paid by Lenders are allowed as a credit against amounts otherwise due by Lenders’ members. As of the date hereof, Lenders are not aware of any such state or local taxes. Borrower shall pay such amounts to Lenders within thirty (30) days after notice from Lenders that the state or local taxes are due and payable. Upon receipt of such Person or notice, Borrower may elect, at its expense, to contest payment of such charges with the appropriate taxing authority. In any event, Borrower shall pay such state and local taxes to Lenders no later than ten (10) Business Days prior to the extent latest date that such costs amounts may be paid by Lenders without interest or penalty, unless Borrower has obtained, on or before such date, written confirmation from the appropriate taxing authority that such amounts are not due and payable by Lenders. (m) Fees and expenses result payable to Lenders pursuant to this Agreement and any other Loan Documents shall be payable by Borrower to Lenders in accordance with the applicable agreement (or upon demand, if no time for payment is specified), and, until paid, shall become part of the Indebtedness, and shall, unless timely paid, bear interest from a claim brought the date incurred by Borrowers against Agent or any Lender for breach Lenders at the interest rate set forth in bad faith the Notes, and shall be secured by the Collateral Documents even though such sums, when added to previous advances to Borrower, shall exceed the face amount of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimthe Notes.

Reimbursement of Expenses. Borrowers agree to reimburse The Borrower shall: (i) reimburse the Administrative Agent on demand for all reasonable and documented out-of-of- pocket costs costs, charges and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement incurred by or any on behalf of the Administrative Agent (including, without limitation, the reasonable and documented fees, disbursements and other Loan Documents and the transactions contemplated hereby and thereby, including charges of: (A) one primary counsel and any local or special counsel to the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and Administrative Agent; and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of DefaultDefault that is continuing any insurance, any attempt to inspectenvironmental and social or other consultants (which fees shall include, verifyfor certainty, protectthe costs for environmental and insurance audits and studies required by the Administrative Agent)) in connection with its due diligence as well as the negotiation, preservepreparation, restoreexecution, collectdelivery, sellsyndication (including printing and distribution expenses, liquidate whether by electronic means such as SyndTrak, with a third party distributor or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs otherwise, and reasonable out-of-pocket expenses incurred in connection with bank meetings), participation, administration and interpretation of the Finance Documents or the amendment, modification, interpretation, enforcement or waiver hereof or thereof, and the closing documentation ancillary to the extent determined by a court completion of competent jurisdiction by final the transactions contemplated hereby and nonappealable judgment thereby and any amendments and waivers to have resulted from this Agreement and thereto (whether or not consummated or entered into), the gross negligence charges of Syndtrak and any lien search fees and lien registration fees; (ii) reimburse each Finance Party’s agents or willful misconduct officers, on demand, for all reasonable and documented out-of-pocket expenses of such Person agents or officers in connection with any visit of the nature referred to in Section 11.1(h); provided such reimbursement shall be subject to the extent limitations contained in such costs Section and expenses result from a claim brought in no event shall not exceed amounts which would be permitted under Borrower’s then-current employee travel expense reimbursement policy; and (iii) reimburse the Administrative Agent and the Lenders, on demand, for all out-of-pocket costs, charges and expense incurred by Borrowers against Agent or on behalf of any Lender for breach of them (including the fees, disbursements and other charges of counsel) in bad faith connection with the enforcement of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimthe Finance Documents.

Reimbursement of Expenses. Borrowers agree (a) In addition to the Base Management Fee and the Incentive Fee described in Section 5 above, the Company shall reimburse (i) Agent the Manager on a monthly basis for all reasonable and documented the third party out-of-pocket costs of providing services under this Agreement; for purposes of this Section 6, third parties do not include any employees of the Manager or the Servicer or any affiliate of the Manager or the Servicer. Without limiting the foregoing, the Company shall reimburse the Manager (to the extent incurred by the Manager) and retain all responsibility for those third party costs and expenses relating to: (including legal fees i) the organization and expenses corporate governance of Agent's external counsel) of Agent associated with this Agreement Ajax, the Operating Partnership or any of the respective subsidiaries thereof; (ii) the cost and expenses of any independent valuation firm calculating the net asset value of Ajax, the Operating Partnership or any other Loan Documents respective subsidiaries thereof; (iii) fees and the transactions contemplated hereby and therebyexpenses payable to third parties, including (A) agents, consultants or other advisors, in monitoring financial and legal affairs for Ajax, the negotiation and preparation of this Agreement Operating Partnership or any of their respective subsidiaries thereof; (iv) interest payable on debt, if any, incurred to finance investments in Real Estate Assets by Ajax, the other Loan Documents, any amendment of or modification of this Agreement Operating Partnership or any of the other Loan Documents, or any syndication or attempted syndication their respective subsidiaries; (v) offerings of the Obligations and (B) equity or other securities of Ajax, the administration of this Agreement Operating Partnership or any of their respective subsidiaries; (vi) management and incentive fees payable to third parties; (vii) fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making and monitoring investments in Real Estate Assets; (viii) transfer agent and custodial fees; (ix) federal, state and local registration fees; (x) should the capital stock or other Loan Documents and securities of Ajax, the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses Operating Partnership or any other reasonable respective subsidiaries thereof be listed on any securities exchange, all costs of such registration and documented listing; (xi) federal, state and local taxes of the Company; (xii) independent directors’ fees and expenses; (xiii) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission or any other cost of compliance with federal or state securities laws; (xiv) costs of any reports, proxy statements or other notices to stockholders, if applicable, including printing costs; (xv) the portion of the directors and officers/errors and omissions liability insurance, and any other insurance premiums allocable to Ajax, the Operating Partnership or any other respective subsidiaries thereof; (xvi) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and (xvii) all other third party out-of-pocket expenses incurred by the Manager that are reasonably necessary to administer the business of Ajax, the Operating Partnership or any subsidiary thereof under this Agreement. (b) Notwithstanding Section 6(a), if the Company requires services that do not fit within the ordinary course services described in this Agreement (as an example but not as any limitation, if the Company is considering a non-ordinary course acquisition), the Company and the Manager shall agree on the nature of the costs for which the Company shall be responsible. (c) Other than as may be expressly agreed by the Company and the Manager, the Company will not be required to pay any portion of the rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its affiliates. In particular, the Manager is not entitled to be reimbursed for wages, salaries and benefits of its officers and employees. (d) To the extent the Manager incurs any expense in connection with the performance of its duties hereunder that (Ax) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or benefits the Company and any other Personfunds, entities or accounts that are managed by an Affiliate of the Manager and (y) relating is reimbursable by the Company under this Agreement, such expense shall be allocated among the Company and such other funds, entities or accounts in a manner determined in good faith by the Manager to reflect the relative benefits to the CollateralCompany and such funds, this Agreement entities or accounts resulting from such expense, including, for example, in the case of most expenses, in proportion to the relative net asset values of the entities that are benefited. (e) The Manager may engage non-Affiliate third party contractors, for and on behalf, and at the sole cost and expense, of the Company to provide professional services related to any of the services, or to provide any secretarial, administrative, telephone, e-mail or other Loan Documentsservices necessary or ancillary to the services (collectively, (Bthe “Ancillary Services”), pursuant to agreement(s) that provide for market rates and contain standard market terms; provided, that the terms of any attempt such agreement that requires the payment by the Company of fees or expenses that would cause the Company to enforce any rights materially exceed the Company’s most recent annual budget approved by the Ajax Board of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue Directors shall require the prior approval of this Agreement or any a majority of the other Loan DocumentsAjax Independent Directors and, including provided further, that without the Account Debtorsprior approval of the Ajax Board of Directors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers Manager shall not be responsible permitted to Agent or outsource to a non-Affiliate its responsibility for the ultimate investment acquisition and disposition decisions of the Company and compliance with investment guidelines approved by the Ajax Board of Directors (the “Investment Guidelines”) and any Lender for such costs risk parameters and out-of-pocket expenses other policies applicable to the extent determined by a court provision of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or services to the extent such Company by the Manager adopted by the Ajax Board of Directors from time to time. (f) The Manager shall prepare a written statement of account in reasonable detail documenting the costs and expenses to be reimbursed by the Company, and deliver the same to the Audit Committee of the Ajax Board of Directors no less frequently than on a quarterly basis in connection with the review by the Audit Committee of the Company’s financial statements. Any costs and expense reimbursements by the Company in accordance herewith shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company. In connection therewith, the Manager shall prepare and deliver to the Audit Committee of the Ajax Board of Directors within 30 days after the conclusion of each such annual audit, a list of adjustments made as a result from a claim brought by Borrowers against Agent of, or any Lender for breach in bad faith preparation for, the audit. The Audit Committee of the Board of Directors shall determine, within 30 days after receipt of such Person's obligations hereunder list, whether funds should be refunded by the Manager to the Company or paid by the Company to the Manager, or if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimany accruals for the next fiscal year should be adjusted.

Reimbursement of Expenses. Borrowers agree (a) The Seller and Banro shall pay to reimburse (i) the Agent for and the Purchasers all reasonable and documented out-of-pocket costs and expenses (including all reasonable legal fees and disbursements of counsel) incurred by the Agent and the Purchasers in connection with this Agreement and the other related transactions, including: (i) the negotiation, preparation, printing, execution and delivery, both prior and subsequent to the Closing Date, of this Agreement and the Security Agreements; (ii) the fees and expenses of Agent's external counselengineering, environmental, insurance consulting and other expert or professional services retained by the Agent and the Purchasers and any on- site inspections by the Agent and the Purchasers or its representatives; (iii) the commissions, fees and expenses of Agent associated any selling agent engaged to monetize the Payable Gold; (iv) advice of counsel with respect to the this Agreement Agreement, the Security Agreements or any of the other Loan Documents and the transactions transaction contemplated hereby and thereby, including thereunder; (Av) the negotiation and preparation enforcement of this Agreement or any Security Agreement or the enforcement or preservation of rights thereunder or the other Loan Documentsbringing of any action, any amendment of suit or modification proceeding with respect to the enforcement of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Security Agreement or any such right or seeking any remedy which may be available to the Agent and the Purchasers at law or in equity; (vi) the maintenance of the other Loan Documents registration, filing and the transactions contemplated hereby perfection of the Security Agreements and thereby; and the Encumbrances thereof; (iivii) Agent any amendments, waivers or any Lender for reasonable and documented legal or accounting expenses consents requested by the Seller pursuant to the provisions hereof or any other reasonable Security Agreement; (viii) the incorporation and documented costs organization of the Agent, as well as the initial issuances of notes or out-of-pocket other investment instruments required to capitalize the Agent with the Deposit; and (ix) the ongoing fees and expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by the administration of the Agent, any Lenderincluding fees and expenses related to fiscal and collateral agents, any Borrower or any other Personvaluation, tax reporting and audit, (collectively, the “Reimbursable Expenses”). (b) relating to the Collateral, this Agreement or any The obligations of the other Loan Documents, (B) any attempt to enforce any rights Seller under this Section 14.3 shall survive the payment and performance of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue the Seller’s obligations hereunder and the termination of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimAgreement.

Reimbursement of Expenses. Borrowers agree (a) The Borrower agrees to reimburse pay on demand (iand whether or not the Funding Date occurs) Agent for (1) all reasonable and documented out-of-pocket costs and expenses (of the Agent and the Lead Arrangers, including legal reasonable and documented fees and expenses of Agent's external counsel) of a single counsel for the Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) Lead Arrangers in connection with the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations credit facilities provided for herein, the preparation and (B) the administration of this Agreement or any amendments, modifications or waivers of the other Loan Documents and the transactions contemplated hereby and thereby; provisions hereof, and (ii2) all costs and expenses of the Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses each Bank in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any enforcement of the other Loan Documents, (B) whether in any attempt to enforce any rights of Agent action, suit or litigation, or any Lender against bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Agent and each Bank with respect thereto). The Borrower further agrees to pay any stamp or other taxes that may be payable in connection with the execution or delivery of any Loan Document. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Loan is made by the Borrower to or for the account of a Bank other than on the last day of the Interest Period for such Loan, as a result of a payment or Conversion pursuant to Section 2.5 (Prepayments), 2.8 (Conversion of Loans) or 2.9(e) (Increased Costs, Etc.), acceleration of the maturity of the Notes pursuant to Section 8 (Events of Default; Remedies) or for any other Person reason, or by an Eligible Assignee to a Bank other than on the last day of the Interest Period for such Loan upon an assignment of rights and obligations under this Agreement pursuant to Section 11.14 (Sale or Assignment) as a result of a demand by the Borrower pursuant to Section 11.14(a), or if the Borrower fails to make any payment or prepayment of a Loan for which a notice of prepayment has been given, whether pursuant to Section 2.3 (Repayment of Loans), 2.5 (Prepayments) or Section 8 (Events of Default; Remedies) or otherwise, the Borrower shall, upon demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses reasonably incurred by such Bank as a result of such payment or Conversion or such failure to pay or prepay, as the case may be obligated be, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to Agent fund or any Lender by virtue maintain such Loan. (c) The obligations of the Borrower under this Section 11.2 shall survive the termination of this Agreement or any and/or the payment of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimNotes.

Reimbursement of Expenses. Borrowers agree The Company agrees (a) whether or not the transactions contemplated by this Agreement shall be consummated, to reimburse (i) Agent for pay upon demand all reasonable and documented out-of-pocket costs and expenses of the Purchaser (including legal including, without limitation, the reasonable fees and expenses of Agentcounsel to the Purchaser) in connection with (i) the Purchaser's external counseldue diligence investigation in connection with, and the preparation, negotiation, execution, delivery of, this Agreement and the other Transaction Documents, and any amendment, modification or waiver hereof or thereof or consent with respect hereto or thereto and (ii) the administration, monitoring and review of Agent associated the Note (including, without limitation, out-of-pocket expenses for travel, meals, long-distance telephone calls, wire transfers, facsimile transmissions and copying and with respect to the engagement of appraisers, consultants, auditors or similar Persons by the Purchaser at any time, whether before or after the Closing, to render opinions concerning the Company's financial condition), (b) to pay upon demand all reasonable out-of-pocket costs and expenses of the Purchaser (including, without limitation, reasonable attorneys' fees and expenses) in connection with (x) any refinancing or restructuring of the Note, whether in the nature of a "work-out," in any insolvency or bankruptcy proceeding or otherwise and whether or not consummated, and (y) the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement or any of the other Loan Documents Transaction Documents, whether in any action, suit or proceeding (including any bankruptcy or insolvency proceeding) or otherwise, and (c) to pay and hold the Purchaser harmless from and against all liability for any intangibles, documentary, stamp or other similar taxes, fees and excises, if any, including any interest and penalties, and any finder's or brokerage fees, commissions and expenses (other than any fees, commissions or expenses of finders or brokers engaged by the Purchaser), that may be payable in connection with the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of by this Agreement or any of and the other Loan Transaction Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.

Reimbursement of Expenses. Borrowers agree In addition to reimburse (i) Agent for all reasonable and documented out-of-pocket costs and expenses (including legal paying Xxxxxxx the fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of described in each Fee Letter, the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan DocumentsTrust agrees to reimburse, or any syndication or attempted syndication of if applicable cause the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender Fund to reimburse, Xxxxxxx for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred by Xxxxxxx in providing the Services hereunder (but, for avoidance of doubt, not expenses which are incurred by Xxxxxxx generally in the course of its business), if applicable, including, without limitation, the following (the “Out-of-Pocket Expenses): 4.1. Reasonable travel and lodging expenses incurred by officers and employees of Xxxxxxx in connection with attendance at meetings of the Trust’s Board of Trustees (Athe “Board”) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any committee thereof and shareholders’ meetings; 4.2. All freight and other Person) relating to the Collateral, this Agreement or any delivery charges incurred by Xxxxxxx in delivering physical materials on behalf of the other Loan DocumentsTrust; 4.3. The cost of obtaining secondary security market quotes and any securities data, (B) including, but not limited to, the cost of fair valuation services and the cost of obtaining corporate action related data and securities master data; 4.4. Record retention, printing and filing, fulfillment costs, confirmations and investor statements; 4.5. All fees and expenses incurred for licensing of software, subscriptions to databases, custom programming or systems modifications required to provide any attempt to enforce any rights special reports or services requested by the Trust; 4.6. Any expenses Ultimus shall incur at the direction of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any an officer of the Trust thereunto duly authorized other Loan Documentsthan an employee or other affiliated person of Xxxxxxx who may otherwise be named as an authorized representative of the Trust for certain purposes; 4.7. A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); 4.8. A reasonable allocation of the cost of GainsKeeper® software, including the Account Debtors, or used by Ultimus to track wash loss deferrals for both fiscal (C855) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateralexcise tax provisioning; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and and 4.9. Any additional out-of-pocket third party expenses reasonably incurred by Xxxxxxx in the performance of its duties and obligations under this Agreement. Any such Out-of-Pocket Expenses, including a reasonable description to identify the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach charge, will be specified in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimUltimus’ billing statement.

Reimbursement of Expenses. Borrowers agree to reimburse If, at any time or times regardless of whether or not an Event of Default then exists, Agent (iin its capacity as Agent) Agent for all reasonable and documented incurs legal or accounting expenses or any other costs or out-of-pocket costs and expenses in connection with (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (Ai)(a) the negotiation and preparation of this Agreement or any of the other Loan Documents, (b) any amendment of or modification of this Agreement or any of the other Loan Documents, or (c) any syndication sale or attempted syndication sale of the Obligations and any interest herein by any Lender to a Purchasing Lender; (Bii) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (Aiii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) in any way relating to the Collateral, this Agreement or any of the other Loan Documents, Documents or Borrower's affairs; (Biv) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including including, without limitation, the Account Debtors, ; or (Cv) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided then all such legal and accounting expenses, other costs and out of pocket expenses of Agent shall be charged to Borrower provided, that Borrowers Borrower shall not be responsible to Agent liable under clause (iii) hereof for any costs or any Lender for such costs and out-of-pocket expenses to the extent which are determined by a court of competent jurisdiction by in a final and nonappealable judgment non-appealable decision to have resulted directly from the Agent's own gross negligence or willful misconduct misconduct. All amounts chargeable to Borrower under this Section 2.6 shall be Obligations secured by all of the Collateral, shall be payable on demand to Agent and shall bear interest from the date such Person or demand is made until paid in full at the rate applicable to Base Rate Loans from time to time. Borrower shall also reimburse Agent for expenses incurred by Agent in its administration of the Collateral to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment the manner provided in Borrowers' favor on such claimSection 6 hereof.

Reimbursement of Expenses. Borrowers agree (a) The Borrower agrees to reimburse pay on demand (iand whether or not the Funding Date occurs) Agent for (1) all reasonable and documented out-of-pocket costs and expenses (of the Agent and the Lead Arrangers, including legal reasonable and documented fees and expenses of Agent's external counsel) of a single counsel for the Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and therebyLead Arrangers, including (A) in connection with the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations credit facilities provided for herein, the preparation and (B) the administration of this Agreement or any amendments, modifications or waivers of the other Loan Documents and the transactions contemplated hereby and thereby; provisions hereof, and (ii2) all costs and expenses of the Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses each Bank in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any enforcement of the other Loan Documents, (B) whether in any attempt to enforce any rights of Agent action, suit or litigation, or any Lender against bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Agent and each Bank with respect thereto). The Borrower further agrees to pay any stamp or other taxes that may be payable in connection with the execution or delivery of any Loan Document. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Loan is made by the Borrower to or for the account of a Bank other than on the last day of the Interest Period for such Loan, as a result of a payment or Conversion pursuant to Section 2.5 (Prepayments), 2.8 (Conversion of Loans) or 2.9(d) (Increased Costs, Etc.), acceleration of the maturity of the Notes pursuant to Section 8 (Events of Default; Remedies) or for any other Person reason, or by an Eligible Assignee to a Bank other than on the last day of the Interest Period for such Loan upon an assignment of rights and obligations under this Agreement pursuant to Section 11.14 (Sale or Assignment) as a result of a demand by the Borrower pursuant to Section 11.14(a), or if the Borrower fails to make any payment or prepayment of a Loan for which a notice of prepayment has been given, whether pursuant to Section 2.3 (Repayment of Loans), 2.5 (Prepayments) or Section 8 (Events of Default; Remedies) or otherwise, the Borrower shall, upon demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses reasonably incurred by such Bank as a result of such payment or Conversion or such failure to pay or prepay, as the case may be obligated be, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to Agent fund or any Lender by virtue maintain such Loan. (c) The obligations of the Borrower under this Section 11.2 shall survive the termination of this Agreement or any and/or the payment of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimNotes.

Reimbursement of Expenses. Borrowers agree to reimburse (i) Agent for Borrower shall pay on demand all reasonable and documented out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery, filing, recording and administration of the Loan Documents. In addition, but not as a limitation, Borrower will pay: (a) all taxes and recording expenses, including all intangible, registration and stamp taxes, if any; (b) title insurance premiums, appraiser fees and environmental audit fees; (c) fees due to brokers in connection with the Property or this Agreement; (d) all reasonable legal fees and expenses, including, without limitation, Lender’s counsel’s fees and expenses of Agent's external counsel) of Agent associated for services performed and sums advanced in connection with this Agreement or any of the other Loan Documents loan transaction; (e) [Intentionally omitted]; (f) all fees and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses of Lender in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) in any way relating to the Collateral, this Agreement or Agreement, any of the other Loan Documents, Documents or Borrower’s affairs; (Bg) all fees and out-of-pocket expenses of Lender in connection with any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or ; and (Ch) after the occurrence all fees and during the continuance out-of-pocket expenses of an Event of Default, Lender in connection with any attempt to inspect, verify, protect, preserve, restore, collect, sell, manufacture, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers . All costs, expenses and fees (including, without limitation, the fees to be paid pursuant to Section 3.5 of this Agreement) shall not be responsible payable, on demand, by Borrower to Agent or Lender, and shall be additional Obligations hereunder secured by the Collateral and may be funded, if Lender so elects, by Lender debiting any Lender for such costs and out-of-pocket expenses to the extent determined account maintained by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimBorrower with Lender.

Reimbursement of Expenses. Borrowers agree (a) In addition to the Base Management Fee and the Incentive Fee described in Section 5 above, the Company shall pay all of its costs and expenses and, if applicable, shall reimburse the Manager (to the extent incurred by the Manager) on a monthly basis for the costs and expenses of providing services under this Agreement. Without limiting the foregoing, the Company shall pay and, if applicable, shall reimburse the Manager (to the extent incurred by the Manager) and retain all responsibility for costs and expenses relating to: (i) Agent the organization and corporate governance of Ajax, the Operating Partnership or any of the respective subsidiaries thereof; (ii) the cost and expenses of any valuation firm calculating the net asset value of Ajax, the Operating Partnership or any other respective subsidiaries thereof; (iii) fees and expenses payable to third parties, including, but not limited to, lawyers, accountants, auditors, agents, consultants or other advisors, in monitoring financial and legal affairs for Ajax, the Operating Partnership or any of their respective subsidiaries thereof; (iv) all costs and expenses of money borrowed by Ajax, the Operating Partnership or any of their respective subsidiaries, including interest payable on debt, if any, incurred to finance investments in Real Estate Assets by Ajax, the Operating Partnership or any of their respective subsidiaries and any other principal, interest and the costs associated with the establishment and maintenance of any credit facilities, warehouse loans, repurchase agreements and other indebtedness of Ajax, the Operating Partnership or any of their respective subsidiaries (including commitment fees, accounting fees, legal fees, closing and other costs and expenses); (v) all legal, audit, accounting, consulting, underwriting, brokerage, listing, filing, custodian, transfer agent, rating agency, registration and other fees and charges, printing, engraving and other expenses and taxes incurred in connection with offerings of the equity or other securities of Ajax, the Operating Partnership or any of their respective subsidiaries; (vi) management and incentive fees payable to third parties; (vii) fees and expenses payable to third parties, including, but not limited to, lawyers, accountants, auditors, agents, consultants or other advisors (which may include affiliates of or businesses owned by the Manager, in which case such fees shall be no more favorable to such affiliate or business than would be obtained from a third party on an arm’s-length basis) and any loan servicing fees, trustee fees, appraisal fees, insurance premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes, costs of diligence, foreclosure, maintenance, repair and improvement of property and premiums for insurance on property owned or leased by Ajax, the Operating Partnership or any of their respective subsidiaries, in each case, relating to, or associated with, evaluating and making and monitoring investments in Real Estate Assets; (viii) transfer agent and custodial fees; (ix) federal, state and local registration fees; (x) should the capital stock or other securities of Ajax, the Operating Partnership or any other respective subsidiaries thereof be listed on any securities exchange, all legal, audit, accounting, consulting, underwriting, brokerage, listing, filing, custodian, transfer agent, rating agency, registration and other fees and charges, printing, engraving and other expenses and taxes incurred in connection with such registration and listing; (xi) federal, state and local taxes of the Company, including interest and penalties thereon; (xii) the costs and expenses incurred with respect to administering the Company’s incentive plans; (xiii) independent directors’ fees and expenses; (xiv) all travel and related expenses of directors, managers, officers and employees of Ajax, the Operating Partnership or any of their respective subsidiaries and the Manager, incurred in connection with attending meetings of the Ajax Board of Directors or holders of securities of Ajax, the Operating Partnership or any of their respective subsidiaries or performing other business activities that relate to Ajax, the Operating Partnership or any of their respective subsidiaries; (xv) costs of preparing and filing reports or other documents required by the Securities and Exchange Commission or any other cost of compliance with federal or state securities laws; (xvi) all expenses relating to communications to holders of equity securities or debt securities issued by the Ajax, the Operating Partnership or any of their respective subsidiaries and the other third party services utilized in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies (including, without limitation, the Securities and Exchange Commission), including any costs of computer services in connection with this function and the costs of any reports, proxy statements or other notices to stockholders, if applicable, including printing costs; (xvii) all insurance costs incurred in connection with the operation of the businesses of Ajax, the Operating Partnership or any of their respective subsidiaries, including the portion of the directors and officers/errors and omissions liability insurance, and any other insurance premiums incurred by the Manager and allocable to Ajax, the Operating Partnership or any other respective subsidiaries thereof; (xviii) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, accountants and outside legal costs, and, as applicable, the design and maintenance of the Company’s website or sites and associated with any computer software, hardware, electronic equipment or purchased information technology services from third party vendors; (xix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (xx) costs incurred for originating, acquiring, owning and managing Real Estate Assets and protecting, maintaining, financing, refinancing, developing, modifying and disposing of Real Estate Assets, including servicing loans and property management (which costs may be payable to an affiliate or other subsidiary of the Manager, in which case such costs shall be no more favorable to such affiliate or other subsidiary than would be obtained from a third party on an arm’s-length basis); (xxi) all third-party legal, accounting and auditing fees and expenses and other similar services relating to Ajax’s, the Operating Partnership’s or any of their respective subsidiaries’ operations (including, without limitation, all quarterly and annual audit or tax fees and expenses); (xxii) all third-party legal, expert and other fees and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against Ajax, the Operating Partnership or any of their respective subsidiaries, or which Ajax, the Operating Partnership or any of their respective subsidiaries is authorized or obligated to pay under applicable law or its organizational documents or by the Ajax Board of Directors; (xxiii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against Ajax, the Operating Partnership or any of their respective subsidiaries, or against any director, manager or officer of Ajax, the Operating Partnership or any of their respective subsidiaries in its capacity as such for which Ajax, the Operating Partnership or any of their respective subsidiaries is required to indemnify such director, manager or officer by any court or governmental agency, or settlement of pending or threatened proceedings; (xxiv) all expenses of organizing, modifying or dissolving Ajax, the Operating Partnership or any of their respective subsidiaries and costs preparatory to entering into a business or activity, or of winding up or disposing of a business activity of Ajax, the Operating Partnership or any of their respective subsidiaries, if any; (xxv) expenses relating to any office or office facilities, including disaster backup recovery sites and facilities, maintained for Ajax, the Operating Partnership or any of their respective subsidiaries separate from the offices of the Manager; and (xxvi) all other costs and expenses incurred by the Manager that are reasonably necessary to administer the business of Ajax, the Operating Partnership or any subsidiary thereof under this Agreement. (b) Notwithstanding Section 6(a), if the Company requires services that are not expressly contemplated by the Agreement (as an example, but not as a limitation, if the Company enters into a joint venture or other strategic arrangement with third-party, unaffiliated entities, including any joint venture or arrangement that is not consolidated on the Company’s financial statements), the Company shall enter into a letter agreement, which shall be subject to approval by the Ajax Independent Directors, or by a designated Ajax Independent Director, pursuant to which, the Company will pay or, if applicable, reimburse the Manager (to the extent incurred by the Manager) for any and all of the Manager’s costs and expenses incurred (and not otherwise reimbursable from another entity) in connection with providing services relating to the initial entry to any such arrangement. (c) The Company, at the option of the Manager, will be required to pay its pro rata portion of the rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses attributable to the personnel of the Manager and its affiliates required for the operations of Ajax, the Operating Partnership and their respective subsidiaries. These expenses will be allocated to the Company based upon the percentage of time devoted by such personnel of the Manager or its affiliates to Ajax’s, the Operating Partnership’s and their respective subsidiaries’ as calculated at each fiscal quarter end. The Manager and the Company may modify this allocation methodology, subject to the Ajax Independent Directors’ approval. Except as set forth in Section 2(d), the Manager is not entitled to be reimbursed for wages, salaries and benefits of its officers and employees. (d) To the extent the Manager incurs any expense in connection with the performance of its duties hereunder that (x) benefits the Company and any other funds, entities or accounts that are managed by an affiliate of the Manager and (y) is reimbursable by the Company under this Agreement, such expense shall be allocated among the Company and such other funds, entities or accounts in a manner determined in good faith by the Manager to reflect the relative benefits to the Company and such funds, entities or accounts resulting from such expense, including, for example, in the case of most expenses, in proportion to the relative net asset values of the entities that are benefited. (e) The Manager may engage contractors or any of its own personnel or affiliates, for and on behalf, and at the sole cost and expense, of the Company to provide professional services related to any of the services provided by the Manager hereunder, or to provide any secretarial, administrative, telephone, e-mail or other services necessary or ancillary to the services provided by the Manager hereunder, as the Manager deems necessary or advisable in connection with the management and operations of Ajax, the Operating Partnership and their respective subsidiaries pursuant to agreement(s) with terms which are then customary for agreements regarding the provision of services to companies that have assets similar in type, quality and value to the assets of Ajax, the Operating Partnership and their respective subsidiaries; provided that any such agreements entered into with affiliates of the Manager shall be on terms no more favorable to such affiliate than would be obtained from a third party on an arm’s-length basis; provided further, that without the prior approval of the Ajax Independent Directors, the Manager shall not be permitted to outsource to a non-affiliate its responsibility for the ultimate investment acquisition and disposition decisions of the Company and compliance with investment guidelines approved by the Ajax Board of Directors and any risk parameters and other policies applicable to the provision of services to the Company by the Manager adopted by the Ajax Board of Directors from time to time. (f) The Manager shall prepare a written statement in reasonable detail documenting the costs and documented expenses of the Company and those incurred by the Manager on behalf of the Company during each month, and shall deliver such written statement to the Company within 30 days after the end of each month. The Company shall pay all amounts payable to the Manager pursuant to this Section 6 in cash within five Business Days after the receipt of the written statement without demand, deduction offset or delay. Any costs and expense reimbursements by the Company in accordance herewith shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company. In connection therewith, the Manager shall prepare and deliver to the Audit Committee of the Ajax Board of Directors within 30 days after the conclusion of each such annual audit, a list of adjustments made as a result of, or in preparation for, the audit. The Audit Committee of the Board of Directors shall determine, within 30 days after receipt of such list, whether funds should be refunded by the Manager to the Company or paid by the Company to the Manager, or if any accruals for the next fiscal year should be adjusted. (g) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. (h) Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have been required as a direct result of the Manager’s acts or omissions that result in the right of the Company to terminate this Agreement pursuant to Section 13 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in connection with any expenses that are required to be paid for or reimbursed by the Company pursuant to this Agreement in excess of that contained in any applicable Company Account or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement shall not give rise or any be a contributing factor to the right of the other Loan Documents and the transactions contemplated hereby and thereby, including (ACompany under Section 12(b) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of to terminate this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating due to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimManager’s unsatisfactory performance.

Reimbursement of Expenses. Borrowers agree (a) Subject in all respects to the Company’s Expenditure and Contract Authorization Matrix, as reviewed and approved by the Board from time to time (the “Authority Matrix”), the Company shall reimburse FGM for the following amounts that are actually incurred by FGM during the term of this Agreement in connection with the performance of the Services (collectively, the “Direct Expenses”) or timely pay said Direct Expenses directly upon prior agreement of the Company: (i) Agent costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for all reasonable the Company and documented out-of-pocket the Subsidiaries by providers retained by FGM; (ii) the cost of liability insurance to indemnify the Company’s directors and officers; (iii) costs associated with the establishment and expenses maintenance of any of the Company’s or any Subsidiary’s credit or other indebtedness of the Company or any Subsidiary (including commitment fees, accounting fees, legal fees fees, closing and expenses of Agent's external counselother similar costs) of Agent associated with this Agreement or any of the Company’s or any Subsidiary’s securities offerings; (iv) expenses connected with communications to holders of the Company’s or any Subsidiary’s securities and other Loan Documents bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the transactions contemplated hereby continuous reporting and therebyother requirements of governmental bodies or agencies, including all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the Company’s stockholders; (Av) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used by the negotiation Company and/or the Subsidiaries; (vi) expenses incurred by managers, officers, personnel and preparation agents of this Agreement FGM for travel on the Company’s or any of the Subsidiary’s behalf and other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred by managers, officers, personnel and agents of FGM while providing the Services; (vii) the costs of maintaining compliance with all U.S. federal, state and local rules and regulations or those of any other regulatory agency; (viii) license fees; (ix) all insurance costs incurred in connection with the operation of the Company’s and the Subsidiaries’ business, including for the costs attributable to the insurance that FGM elects to carry or incur for itself and its personnel related to the provision of Services; (Ax) expenses relating to any litigationoffice(s) or office facilities, contestincluding, disputebut not limited to disaster backup recovery sites and facilities, suitmaintained for the Company and the Subsidiaries separate from the office or offices of FGM; (xi) expenses connected with the payments of interest, proceeding dividends or action (whether instituted by Agent, any Lender, any Borrower distributions in cash or any other Personform authorized or caused to be made by the Board to or on account of holders of the Company’s or any Subsidiary’s securities, including in connection with any dividend reinvestment plan; (xii) relating to any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Collateral, this Agreement Company or any of the other Loan DocumentsSubsidiaries, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower trustee, director, partner, member or officer of the Company or of any other Person of the Subsidiaries in his, her or its capacity as such for which may be obligated to Agent or any Lender by virtue of this Agreement the Company or any of the Subsidiaries is required to indemnify such Person by any court or governmental agency; and (xiii) all other Loan Documents, including the Account Debtorsexpenses actually incurred by FGM which are reasonably necessary for, or incurred in connection with, the performance by FGM of its duties and functions under this Agreement. In the event any Direct Expenses are not within the limitations set forth in the Authority Matrix, the reimbursement of any such Direct Expenses shall be subject to the prior approval of the Company’s Compensation Committee. (Cb) Prior to the Effective Date, FGM has provided the Compensation Committee with complete records regarding the Direct Expenses incurred on behalf of the Company for the period from January 1, 2020 to, but excluding, the Effective Date (the “Pre-Effective Date Direct Expenses”). Within ten Business Days following the Effective Date, the Company shall pay FGM an amount equal to the Pre-Effective Date Direct Expenses. (c) Any Direct Expenses reimbursement required to be made in accordance with this Section 7.2 shall be made promptly (an in any event within thirty (30) days) after the occurrence approval of the Compensation Committee, if required, and during the continuance delivery of supporting documentation, in U.S. dollars by wire transfer in immediately available funds to an Event of Default, any attempt account or accounts designated by FGM from time to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers time. FGM shall not be responsible to Agent or any Lender for such costs maintain cumulative books and out-of-pocket expenses records with respect to the extent determined details of any calculations made pursuant to this Section 7.2, which records shall be available for inspection and reproduction at any time upon request by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence Board or willful misconduct of such Person or the Compensation Committee, including pursuant to the extent reviews provided for in Section 7.2(d). (d) Except as otherwise provided for in this Section 7.2, all reimbursements made pursuant to this Section 7.2 shall, at least annually, be reviewed by the Company’s Compensation Committee in connection with the preparation of the Company’s quarterly and year-end consolidated financial statements. If the Company’s Compensation Committee identifies any discrepancy in such costs reimbursements, then the Company’s Compensation Committee, on behalf of the Company, and expenses result from a claim brought by Borrowers against Agent or FGM shall mutually resolve such discrepancy. (e) Nothing herein shall obligate FGM to advance any Lender for breach in bad faith Direct Expenses on behalf of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimthe Company.

Reimbursement of Expenses. Borrowers agree In addition to paying Ultimus the fees described in each Fee Letter, the Trust, on behalf of each Fund, agrees to reimburse Ultimus for its reimbursable expenses in providing services hereunder, if applicable, including, without limitation, the following: 4.1. Reasonable travel and lodging expenses incurred by officers and employees of Ultimus in connection with attendance at meetings of the Trust’s Board of Trustees (ithe “Board”) Agent or any committee thereof and shareholders’ meetings; 4.2. All freight and other delivery charges incurred by Ultimus in delivering materials on behalf of the Trust; 4.3. All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Ultimus in communication with the Trust, the Trust’s investment adviser(s) or custodian, counsel for all reasonable the Trust or a Fund, counsel for the Trust’s independent Trustees, the Trust’s independent accountants, dealers or others as required for Ultimus to perform the Services; 4.4. The cost of obtaining secondary security market quotes and documented out-of-pocket costs any securities data, including, but not limited to, the cost of fair valuation services and expenses (including legal the cost of obtaining corporate action related data and securities master data; 4.5. The cost of electronic or other methods of storing records and materials; 4.6. All fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred in connection with (A) any litigationlicensing of software, contestsubscriptions to databases, dispute, suit, proceeding custom programming or action (whether instituted systems modifications required to provide any special reports or services requested by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any Trust; 4.7. Any expenses Ultimus shall incur at the direction of an officer of the Trust thereunto duly authorized other Loan Documents, (B) any attempt to enforce any rights than an employee or other affiliated person of Agent or any Lender against any Borrower or any other Person which Ultimus who may otherwise be obligated to Agent or any Lender by virtue of this Agreement or any named as an authorized representative of the other Loan DocumentsTrust for certain purposes; 4.8. A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); 4.9. A reasonable allocation of the cost of GainsKeeper® software, including used by Ultimus to track wash loss deferrals for both fiscal (855) and excise tax provisioning; and 4.10. Any additional expenses reasonably incurred by Ultimus in the Account Debtors, or (C) after the occurrence performance of its duties and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimunder this Agreement.

Reimbursement of Expenses. Borrowers agree (a) Borrower shall pay to Lender upon demand all reasonable expenses incurred by Lender, plus any and all other reasonable expenses incurred by Lender on behalf of Borrower, in connection with negotiating, documenting and consummating the transaction evidenced by this Agreement (including, by way of example, but not limitation, reasonable attorneys’ fees and expenses, accountants’ fees and expenses, fees and expenses for messenger or overnight courier services, but expressly excluding continuing expenses of conducting business under the terms of this Agreement), and Lender is authorized to debit Borrower’s Accounts to pay such obligation. Borrower shall provide Lender with Borrower’s account number or numbers with at least one nationally recognized overnight courier service (for example, Federal Express) which Borrower hereby authorizes Lender to use to deliver to Borrower, Investors or other parties, as required or permitted under this Agreement, Mortgage Files or portions thereof. (b) Borrower shall promptly reimburse (i) Agent Lender upon demand for all reasonable and documented out-of-pocket costs and expenses (including legal expenses, including, without limitation, reasonable attorneys’ fees and expenses of Agent's external counsel) of Agent associated with this Agreement disbursements expended or incurred by Lender in any of the other Loan Documents and the transactions contemplated hereby and therebyarbitration, including (A) the negotiation and preparation of this Agreement mediation, judicial reference, legal action or any of the other Loan Documentsotherwise, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (Ai) the amendment, interpretation and enforcement of this Agreement including, without limitation, during any workout, attempted workout, and/or in connection with the rendering of legal advice as to Lender’s rights, remedies and obligations under this Agreement, (ii) collecting any sum which becomes due to Lender under this Agreement, (iii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agentfor declaratory relief, any Lendercounterclaim to any proceeding, any Borrower or any other Personappeal, or (iv) relating to the Collateralprotection, preservation or enforcement of any rights of Lender under this Agreement or at law or in equity. Lender shall be entitled to debit Borrower’s Accounts for any and all such fees and expenses. The obligations of Borrower under this section shall survive the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue termination of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimAgreement.

Reimbursement of Expenses. Borrowers agree (a) The Seller and Banro shall pay to reimburse (i) Agent for the Purchaser all reasonable and documented out-of-pocket costs and expenses (including all reasonable legal fees and disbursements of counsel) incurred by the Purchaser in connection with this Agreement and the other related transactions, including: (i) the negotiation, preparation, printing, execution and delivery, both prior and subsequent to the Closing Date, of this Agreement and the Security Agreements; (ii) the fees and expenses of Agent's external counselengineering, environmental, insurance consulting and other expert or professional services retained by the Purchaser and any on-site inspections by the Purchaser or its representatives; (iii) the commissions, fees and expenses of Agent associated any selling agent engaged to monetize the Payable Gold; (iv) advice of counsel with respect to the this Agreement Agreement, the Security Agreements or any of the other Loan Documents and the transactions transaction contemplated hereby and thereby, including thereunder; (Av) the negotiation and preparation enforcement of this Agreement or any Security Agreement or the enforcement or preservation of rights thereunder or the other Loan Documentsbringing of any action, any amendment of suit or modification proceeding with respect to the enforcement of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Security Agreement or any such right or seeking any remedy which may be available to the Purchaser at law or in equity; (vi) the maintenance of the other Loan Documents registration, filing and the transactions contemplated hereby perfection of the Security Agreements and thereby; and the Encumbrances thereof; (iivii) Agent any amendments, waivers or any Lender for reasonable and documented legal or accounting expenses consents requested by the Seller pursuant to the provisions hereof or any other reasonable Security Agreement; (viii) the incorporation and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any organization of the Purchaser, as well as the initial issuances of notes or other Loan Documents, (B) any attempt investment instruments required to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of capitalize the other Loan Documents, including Purchaser with the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the CollateralPrepayment Amount; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.and

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company’s or Advanta’s liability to the Underwriters shall be limited to the reimbursement of the Underwriters’ expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters’ counsel (except that the fees and expenses of Underwriters’ counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee’s and thereby; Indenture Trustee’s fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent or any Lender 50% of the costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for reasonable distribution of the Notes; (vi) the costs and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket of counsel to the Underwriters in an aggregate amount not to exceed $20,000, including all expenses in connection with the qualification of the Offered Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Avii) the cost of preparing the Offered Notes; (viii) the cost or expenses of any litigationtransfer agent or registrar; (ix) the costs and expenses of listing the Offered Notes on the Luxembourg Stock Exchange, contest, dispute, suit, proceeding or action if applicable (whether instituted except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (x) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter’s failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will collectively pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Notes by them, (Bii) any attempt to enforce advertising expenses connected with any rights of Agent or any Lender against any Borrower or any other Person which offers they may be obligated to Agent or any Lender by virtue of this Agreement or any of make, (iii) the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of listing the Offered Notes on the Luxembourg Stock Exchange subject to a claim brought by Borrowers against Agent or any Lender maximum amount of $2,500, (iv) 100% of the aggregate costs and expenses of counsel to the Underwriters in excess of $20,000 and (v) 50% of the costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimdistribution.

Reimbursement of Expenses. Borrowers agree to reimburse Borrower shall pay (ia) Agent for all reasonable legal fees incurred by Lender in connection with the preparation, negotiation, syndication, execution and documented delivery of this Agreement, the Note and the other Loan Documents (provided such legal fees for the preparation, negotiation, syndication, execution and delivery of the initial Loan Documents shall not exceed $20,000) and any amendments, consents or waivers executed in connection therewith, (b) all fees, charges or taxes for the recording or filing of the Security Instruments, (c) all reasonable out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counselLender in connection with the administration of this Agreement, the Note and the other Loan Documents, including courier expenses actually incurred and billed to Borrower in connection with the Mortgage Collateral, (d) all reasonable amounts expended, advanced or incurred by Lender to satisfy any obligation of Agent associated with Borrower under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan DocumentsNote, or any syndication to protect, preserve, exercise or attempted syndication enforce the rights of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, under this Agreement or any of the other Loan Documents, (Be) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and all reasonable out-of-pocket costs and expenses (including reasonable fees and expenses of attorneys and other experts employed or retained by such Person) incurred in connection with, arising out of, or in any way related to (i) consulting during a Default with respect to (A) the protection, preservation, exercise or enforcement of any of its rights in, under or related to the extent determined Collateral or the Loan Documents or (B) the performance of any of its obligations under or related to the Loan Documents, or (ii) protecting, preserving, exercising or enforcing during a Default any of its rights in, under or related to the Collateral or the Loan Documents, each of (a) through (e) shall include all underwriting expenses, collateral liquidation costs, court costs, attorneys’ fees (including, without limitation, for trial, appeal or other proceedings), fees of auditors and accountants, and investigation expenses reasonably incurred by Lender in connection with any such matters, together with interest at the post-maturity rate specified in the Note on each item specified in clause (a) through (e) from thirty (30) days after the date of written demand or request for reimbursement until the date of reimbursement. Provided, however, Lender shall not be entitled to any reimbursement under clauses (d) and (e) above if there is a determination in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment that Lender was not entitled to have resulted from exercise such remedies under the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimLoan Documents.

Reimbursement of Expenses. Borrowers agree to reimburse The Borrower shall pay (ia) Agent for all reasonable legal fees incurred by the Administrative Agent in connection with the preparation, negotiation, syndication, execution and documented delivery of this Agreement, the Note and the other Loan Documents (subject to the limitation on legal fees set forth in the Fee Letter) and any amendments, consents or waivers executed in connection therewith, (b) all fees, charges or taxes for the recording or filing of the Security Instruments, (c) all reasonable out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counselthe Administrative Agent in connection with the administration of this Agreement, the Notes and the other Loan Documents, including courier expenses incurred in connection with the Mortgage Collateral, (d) all amounts expended, advanced or incurred by the Administrative Agent to satisfy any obligation of Agent associated with the Borrower under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and therebyNotes, including (A) or to protect, preserve, exercise or enforce the negotiation and preparation of this Agreement or any rights of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, Lenders under this Agreement or any of the other Loan Documents, (Be) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and all reasonable out-of-pocket costs and expenses (including fees and expenses of attorneys and other experts employed or retained by the Administrative Agent or any Lender) incurred in connection with, arising out of, or in any way related to (i) consulting during a Default with respect to (A) the protection, preservation, exercise or enforcement of any of its rights in, under or related to the extent determined Collateral or the Loan Documents or (B) the performance of any of its obligations under or related to the Loan Documents, or (ii) protecting, preserving, exercising or enforcing during a Default any of its rights in, under or related to the Collateral or the Loan Documents, each of (a) through (e) shall include all underwriting expenses, collateral liquidation costs, court costs, attorneys' fees (including, without limitation, for trial, appeal or other proceedings), fees of auditors and accountants, and investigation expenses reasonably incurred by the Administrative Agent or any Lender in connection with any such matters, together with interest at the post-maturity rate specified in the Notes on each item specified in clauses (a) through (e) from thirty (30) days after the date of written demand or request for reimbursement until the date of reimbursement. Provided, however, that neither the Administrative Agent nor any Lender shall be entitled to any reimbursement under clauses (d) and (e) above if there is a determination in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from that the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Administrative Agent or any such Lender for breach in bad faith of was not entitled to exercise such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimremedies under the Loan Documents.

Reimbursement of Expenses. Borrowers agree (a) The Borrower agrees to reimburse pay on demand (iand whether or not the Closing Date occurs) Agent for (1) all reasonable and documented out-of-pocket costs and expenses (of the Administrative Agent and the Joint Lead Arrangers, including legal reasonable and documented fees and expenses of Agent's external counsel) of a single counsel for the Administrative Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and therebyJoint Lead Arrangers, including (A) in connection with the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations credit facilities provided for herein, the preparation and (B) the administration of this Agreement or any amendments, modifications or waivers of the other Loan Documents and the transactions contemplated hereby and thereby; provisions hereof, and (ii2) all costs and expenses of the Administrative Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses each Bank in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any enforcement of the other Loan Documents, (B) whether in any attempt to enforce any rights of Agent action, suit or litigation, or any Lender against bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent and each Bank with respect thereto). The Borrower further agrees to pay any stamp or other taxes that may be payable in connection with the execution or delivery of any Loan Document. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Loan is made by the Borrower to or for the account of a Bank other than on the last day of the Interest Period for such Loan, as a result of a payment or Conversion pursuant to Section 2.5 (Prepayments), 2.8 (Conversion of Loans) or 2.9(d) (Increased Costs, Etc.), acceleration of the maturity of the Notes pursuant to Section 9 (Events of Default; Remedies) or for any other Person reason, or by an Eligible Assignee to a Bank other than on the last day of the Interest Period for such Loan upon an assignment of rights and obligations under this Agreement pursuant to Section 12.14 (Sale or Assignment) as a result of a demand by the Borrower pursuant to Section 12.14(a), or if the Borrower fails to make any payment or prepayment of a Loan for which a notice of prepayment has been given, whether pursuant to Section 2.3 (Repayment of Loans), 2.5 (Prepayments) or Section 9 (Events of Default; Remedies) or otherwise, the Borrower shall, upon demand by such Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses reasonably incurred by such Bank as a result of such payment or Conversion or such failure to pay or prepay, as the case may be obligated be, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to Agent fund or any Lender by virtue maintain such Loan. (c) The obligations of the Borrower under this Section 12.2 shall survive the termination of this Agreement or any and/or the payment of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimNotes.

Reimbursement of Expenses. Borrowers agree The Borrower agrees (a) to reimburse (i) Agent for pay upon demand all reasonable and documented out-of-pocket costs and expenses of the Lenders (including legal fees including, without limitation, Attorney Costs) in connection with (i) BAMC's due diligence investigation in connection with, and the preparation, negotiation, execution, delivery of, this Agreement and the other Bridge Loan Documents, and any amendment, modification or waiver hereof or thereof or consent with respect hereto or thereto and (ii) the administration, monitoring and review of the Bridge Notes (including, without limitation, out-of-pocket expenses for travel, meals, long-distance telephone calls, wire transfers, facsimile transmissions and copying and with respect to the engagement of appraisers, consultants, auditors or similar Persons by the Lenders at any time, whether before or after the Closing, to render opinions concerning the Borrower's financial condition), (b) to pay upon demand all reasonable out-of-pocket costs and expenses of Agent's external counselthe Lenders (including, without limitation, Attorney Costs) in connection with (x) any refinancing or restructuring of Agent associated with the Bridge Notes, whether in the nature of a "work-out," in any insolvency or bankruptcy proceeding or otherwise and whether or not consummated, and (y) the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Bridge Loan Documents, whether in any amendment of action, suit or modification of this Agreement proceeding (including any bankruptcy or any of the other Loan Documentsinsolvency proceeding) or otherwise, or any syndication or attempted syndication of the Obligations and (Bc) to pay and hold the administration Lenders harmless from and against all liability for any intangibles, documentary, stamp or other similar taxes, fees and excises, if any, including any interest and penalties, and any finder's or brokerage fees, commissions and expenses (other than any fees, commissions or expenses of this Agreement finders or any of brokers engaged by the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses Lenders), that may be payable in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted the Bridge Notes contemplated by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of and the other Bridge Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.

Reimbursement of Expenses. Borrowers agree (a) The Seller and Banro shall pay to reimburse (i) Agent for the Purchasers all reasonable and documented out-of-pocket costs and expenses (including all reasonable legal fees and disbursements of counsel) incurred by the Purchasers in connection with transactions relating to this Agreement, including: (i) the fees and expenses of Agent's external counselengineering, environmental, insurance consulting and other expert or professional services retained by the Purchasers and any on-site inspections by the Purchasers or its representatives; (ii) the commissions, fees and expenses of Agent associated any selling agent engaged to monetize the Payable Gold; (iii) advice of counsel with respect to the this Agreement Agreement, the Security Agreements or any of the other Loan Documents and the transactions transaction contemplated hereby and thereby, including thereunder; (Aiv) the negotiation and preparation enforcement of this Agreement or any Security Agreement or the enforcement or preservation of rights thereunder or the other Loan Documentsbringing of any action, any amendment of suit or modification proceeding with respect to the enforcement of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Security Agreement or any such right or seeking any remedy which may be available to the Purchasers at law or in equity; (v) the maintenance of the other Loan Documents registration, filing and the transactions contemplated hereby perfection of the Security Agreements and thereby; and the Encumbrances thereof; (iivi) Agent any amendments, waivers or any Lender for reasonable and documented legal or accounting expenses consents requested by the Seller pursuant to the provisions hereof or any other reasonable Security Agreement; and (vii) the ongoing fees and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any administration of the other Loan DocumentsPurchasers, including fees and expenses related to fiscal and collateral agents, valuation tax reporting and audit. (Bcollectively, the “Reimbursable Expenses”). (b) any attempt to enforce any rights The obligations of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue the Seller under this Section 13.3 shall survive the payment and performance of the Seller’s obligations hereunder and the termination of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimAgreement.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company's or Advanta's liability to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters' counsel (except that the fees and expenses of Underwriters' counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee's and thereby; Indenture Trustee's fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent the costs and expenses of printing the Prospectus (except the amount to be paid by the Underwriters in Section 10(c) below); (vi) the costs and expenses of counsel to the Underwriters in an amount not to exceed $25,000; (vii) the costs of printing or any Lender for reasonable reproducing this Agreement, the Blue Sky Survey, if applicable, and documented legal or accounting expenses or any other reasonable documents in connection with the offer, sale and documented costs or out-of-pocket delivery of the Notes; (viii) all expenses in connection with the qualification of the Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Aix) the cost of preparing the Notes; (x) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; (whether instituted xi) the costs and expenses of listing the Notes on the Luxembourg Stock Exchange (except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (xii) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter's failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsNotes by them, (Bii) any attempt to enforce any rights 50 % of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of printing the Prospectus and the Prospectus Supplement subject to a claim brought by Borrowers against Agent or maximum amount of $30,000, (iii) any Lender for breach advertising expenses connected with any offers they may make, (iv) the costs and expenses of listing the Notes on the Luxembourg Stock Exchange subject to a maximum amount of $2,500 and (v) the costs and expenses of counsel to the Underwriters in bad faith excess of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim$25,000.

Reimbursement of Expenses. Borrowers agree to reimburse The Borrower shall pay (ia) Agent for all reasonable legal fees incurred by the Administrative Agent in connection with the preparation, negotiation, syndication, execution and documented delivery of this Agreement, the Note and the other Loan Documents and any amendments, consents or waivers executed in connection therewith, (b) all fees, charges or taxes for the recording or filing of the Security Instruments, (c) all reasonable out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counselthe Administrative Agent in connection with the administration of this Agreement, the Notes and the other Loan Documents, including courier expenses incurred in connection with the Mortgage Collateral, (d) all amounts expended, advanced or incurred by the Administrative Agent to satisfy any obligation of Agent associated with the Borrower under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and therebyNotes, including (A) or to protect, preserve, exercise or enforce the negotiation and preparation of this Agreement or any rights of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, Lenders under this Agreement or any of the other Loan Documents, (Be) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and all reasonable out-of-pocket costs and expenses (including fees and expenses of attorneys and other experts employed or retained by the Administrative Agent or any Lender) incurred in connection with, arising out of, or in any way related to (i) consulting during a Default with respect to (A) the protection, preservation, exercise or enforcement of any of its rights in, under or related to the extent determined Collateral or the Loan Documents or (B) the performance of any of its obligations under or related to the Loan Documents, or (ii) protecting, preserving, exercising or enforcing during a Default any of its rights in, under or related to the Collateral or the Loan Documents, each of (a) through (e) shall include all underwriting expenses, collateral liquidation costs, court costs, attorneys' fees (including, without limitation, for trial, appeal or other proceedings), fees of auditors and accountants, and investigation expenses reasonably incurred by the Administrative Agent or any Lender in connection with any such matters, together with interest at the post-maturity rate specified in the Notes on each item specified in clauses (a) through (e) from thirty (30) days after the date of written demand or request for reimbursement until the date of reimbursement. Provided, however, that neither the Administrative Agent nor any Lender shall be entitled to any reimbursement under clauses (d) and (e) above if there is a determination in a final, non-appealable judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from that the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Administrative Agent or any such Lender for breach in bad faith of was not entitled to exercise such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimremedies under the Loan Documents.

Reimbursement of Expenses. Borrowers agree In the event that (x) no closing of the sale of the Offered Notes occurs by the Issuance Date through no fault of the Issuer or Copelco or because the conditions set forth in Sections 6(c), 6(d), 6(e), 6(f) and 6(g) have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse Section 10 or because any conditions precedent in Section 6 (iother than Section 6(d)) Agent have not been fulfilled, then the Issuer and Copelco's liability to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for all its reasonable and documented out-of-pocket costs and incidental expenses. In addition, whether or not the Offered Notes are issued or sold: (a) The Issuer or Copelco shall pay the reasonable fees and expenses associated with the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 7(b) including, without limitation, the following fees and expenses: (including legal i) Rating Agency fees payable with respect to their ratings of the Notes; (ii) fees charged by the firm of independent public accountants referred to in Section 6(e); (iii) filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) fees and expenses of Agentcounsel to the Underwriters; (v) Trustee's external counselfees and fees of counsel to the Trustee; (vi) the costs and expenses of Agent associated printing the Registration Statement and the Prospectus; (vii) the costs of printing or reproducing this Agreement, the Blue Sky Survey and any other documents in connection with this Agreement or any the offer, sale and delivery of the other Loan Documents and the transactions contemplated hereby and thereby, including Offered Notes; (Aviii) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket all expenses in connection with the qualification of the Offered Notes under state securities laws as provided in section 4(a)(vi), including the fees and disbursements of counsel in connection with the Blue Sky Survey; (Aix) the cost of preparing the Offered Notes; (x) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; and (whether instituted by Agent, any Lender, any Borrower or any xi) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 7; provided, this Agreement or however, that Copelco does not hereby waive any rights to reimbursement from the Underwriters in the event of any of the other Loan DocumentsUnderwriters' failure to perform in accordance with this Agreement. (b) It is understood and agreed that, (B) any attempt to enforce any rights except as provided in Section 8 and 9, the Underwriters will pay securities transfer taxes on resale of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan DocumentsOffered Notes by them, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or advertising expenses connected with any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimoffers they may make.

Reimbursement of Expenses. Borrowers agree In addition to paying Uxxxxxx the fees described in each Fee Letter, the Trust, on behalf of each Fund, agrees to reimburse Ultimus for its actual reimbursable expenses in providing services hereunder, if applicable, including, without limitation, the following: 4.1. Reasonable travel and lodging expenses incurred by officers and employees of Uxxxxxx in connection with attendance at meetings of the Trust’s Board of Trustees (ithe “Board”) Agent or any committee thereof and shareholders’ meetings; 4.2. All freight and other delivery charges incurred by Uxxxxxx in delivering materials on behalf of the Trust; 4.3. All direct telephone, telephone transmission, and telecopy or other electronic transmission expenses incurred by Uxxxxxx in communication with the Trust, the Trust’s investment adviser(s) or custodian, counsel for all reasonable the Trust or a Fund, counsel for the Trust’s independent Trustees, the Trust’s independent accountants, dealers or others as required for Ultimus to perform the Services; 4.4. The cost of obtaining secondary security market quotes and documented out-of-pocket costs any securities data, including, but not limited to, the cost of fair valuation services and expenses (including legal the cost of obtaining corporate action related data and securities master data; 4.5. The cost of electronic or other methods of storing records and materials; 4.6. All fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred in connection with (A) any litigationlicensing of software, contestsubscriptions to databases, disputecustom programming, suit, proceeding or action (whether instituted systems modifications required to provide any special reports or services requested by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any Trust; 4.7. Any expenses Ultimus shall incur at the direction of an officer of the Trust thereunto duly authorized other Loan Documents, (B) any attempt to enforce any rights than an employee or other affiliated person of Agent or any Lender against any Borrower or any other Person which Uxxxxxx who may otherwise be obligated to Agent or any Lender by virtue of this Agreement or any named as an authorized representative of the other Loan DocumentsTrust for certain purposes; 4.8. A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); 4.9. A reasonable allocation of the cost of GainsKeeper® software, including the Account Debtors, or used by Ultimus to track wash loss deferrals for both fiscal (C855) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateralexcise tax provisioning; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and 4.10. Any additional expenses reasonably incurred by Uxxxxxx in performing its duties and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimunder this Agreement.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Securities occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company's or Advanta's liability to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters' counsel (except that the fees and expenses of Underwriters' counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Securities are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Securities; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee's and thereby; Indenture Trustee's fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent the costs and expenses of printing the Prospectus (except the amount to be paid by the Underwriters in Section 10(c) below); (vi) the costs and expenses of counsel to the Underwriters subject to a maximum of $25,000; (vii) the costs of printing or any Lender for reasonable reproducing this Agreement, the Blue Sky Survey, if applicable, and documented legal or accounting expenses or any other reasonable documents in connection with the offer, sale and documented costs or out-of-pocket delivery of the Offered Securities; (viii) all expenses in connection with the qualification of the Offered Securities under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Aix) the cost of preparing the Offered Securities; (x) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; (whether instituted xi) the costs and expenses of listing the Offered Securities on the Luxembourg Stock Exchange (except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (xii) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter's failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Securities by them, (Bii) any attempt to enforce any rights 50 % of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of printing the Prospectus and the Prospectus Supplement subject to a claim brought by Borrowers against Agent or maximum amount of $30,000, (iii) any Lender for breach advertising expenses connected with any offers they may make, (iv) the costs and expenses of listing the Offered Securities on the Luxembourg Stock Exchange subject to a maximum amount of $2,500 and (v) fees and expenses of counsel to the Underwriters in bad faith excess of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim$25,000.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company's or Advanta's liability to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters' counsel (except that the fees and expenses of Underwriters' counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee's and thereby; Indenture Trustee's fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent the costs and expenses of printing the Prospectus (except the amount to be paid by the Underwriters in Section 10(c) below); (vi) the costs and expenses of counsel to the Underwriters and counsel to the underwriters for the Class A(2005-A5) Notes in an aggregate amount not to exceed $25,000; (vii) the costs of printing or any Lender for reasonable reproducing this Agreement, the Blue Sky Survey, if applicable, and documented legal or accounting expenses or any other reasonable documents in connection with the offer, sale and documented costs or out-of-pocket delivery of the Notes; (viii) all expenses in connection with the qualification of the Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Aix) the cost of preparing the Notes; (x) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; (whether instituted xi) the costs and expenses of listing the Notes on the Luxembourg Stock Exchange (except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (xii) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter's failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsNotes by them, (Bii) any attempt to enforce any rights 21.43% of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of printing the Prospectus and the Prospectus Supplement subject to a claim brought by Borrowers against Agent or maximum amount of $12,858, (iii) any Lender advertising expenses connected with any offers they may make, (iv) the costs and expenses of listing the Notes on the Luxembourg Stock Exchange subject to a maximum amount of $2,500 and (v) 42.86% of the aggregate costs and expenses of counsel to the Underwriters and counsel to the underwriters for breach the Class A(2005-A5) Notes in bad faith excess of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim$25,000.

Reimbursement of Expenses. Borrowers agree If (x) no closing of the sale of the Notes occurs by the Issuance Date through no fault of Transferor or ILC or because the conditions set forth in Sections 6(c),(d), (e), (f), (g) or (h) have not been met, or (y) Underwriter terminates the engagement pursuant to reimburse Section 10 or because any conditions precedent in Section 6 (iother than Section 6(d)) Agent have not been fulfilled, then Transferor or ILC's liability to Underwriter shall be limited to the reimbursement of Underwriter's expenses incurred through the date of termination for all its reasonable and documented out-of-pocket costs and incidental expenses. In addition, whether or not the Notes are issued or sold: (a) Transferor or ILC shall pay the reasonable fees and expenses associated with the transactions contemplated hereby not paid by Underwriter in accordance with the provisions of Section 7(b) including, without limitation, the following fees and expenses: (including legal i) rating agency fees payable with respect to their ratings of the Notes; (ii) fees charged by the firm of independent public accountants referred to in Section 6(d); (iii) filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) fees and expenses of Agentcounsel to Underwriter; (v) Indenture Trustee's external counseland Trustee's fees and fees of counsel to Indenture Trustee and Trustee; (vi) the costs and expenses of Agent associated printing the Registration Statement and the Prospectus; (vii) the costs of printing or reproducing this Agreement, the Blue Sky Survey and any other documents in connection with this Agreement or any the offer, sale and delivery of the other Loan Documents and the transactions contemplated hereby and thereby, including Notes; (Aviii) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket all expenses in connection with the qualification of the Notes under state securities laws as provided in Section 4(a)(vi), including the fees and disbursements of counsel in connection with the Blue Sky Survey; (Aix) the cost of preparing the Notes; (x) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; and (whether instituted by Agent, any Lender, any Borrower or any xi) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 7; provided, that neither ILC nor Transferor waives any rights to reimbursement from Underwriter if Underwriter fails to perform in accordance with this Agreement or Agreement. (b) It is understood and agreed that, except as provided in Section 8 and 9, Underwriter will pay securities transfer taxes on resale of any of the other Loan DocumentsNotes by it, (B) and any attempt to enforce advertising expenses connected with any rights of Agent or any Lender against any Borrower or any other Person which offers it may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimmake.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriter terminates the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company’s or Advanta’s liability to the Underwriter shall be limited to the reimbursement of the Underwriter’s expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriter’s counsel (except that the fees and expenses of Underwriter’s counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriter in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee’s and thereby; Indenture Trustee’s fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent or any Lender 50% of the costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for reasonable distribution of the Class B(2007-B2) Notes; (vi) the costs and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket of counsel to the Underwriter in an aggregate amount not to exceed $20,000, including all expenses in connection with the qualification of the Offered Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Avii) the cost of preparing the Offered Notes; (viii) the cost or expenses of any litigationtransfer agent or registrar; (ix) the costs and expenses of listing the Offered Notes on the Luxembourg Stock Exchange, contest, dispute, suit, proceeding or action if applicable (whether instituted except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriter in Section 10(c) below); and (x) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriter in the event of the Underwriter’s failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriter will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Notes by it, (Bii) any attempt to enforce advertising expenses connected with any rights of Agent or any Lender against any Borrower or any other Person which offers they may be obligated to Agent or any Lender by virtue of this Agreement or any of make, (iii) the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of listing the Offered Notes on the Luxembourg Stock Exchange subject to a claim brought by Borrowers against Agent or any Lender maximum amount of $2,500, (iv) 100% of the aggregate costs and expenses of counsel to the Underwriter in excess of $20,000 and (v) 50% of the costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimdistribution.

Reimbursement of Expenses. Borrowers agree to reimburse If, at any time or times regardless of whether or not an Event of Default then exists, (i) Agent for all reasonable and documented Trustee incurs legal or accounting expenses or any other costs or out-of-pocket costs and expenses in connection with (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A1) the negotiation and preparation of this Agreement or any of the other Loan Documents, Guaranty Documents or any amendment of or modification of this Agreement or any of the other Loan Guaranty Documents, or any syndication or attempted syndication of the Obligations and (B2) the administration of this Agreement or any of the other Loan Guaranty Documents and the transactions contemplated hereby and thereby; and or (ii) Agent or any Lender for reasonable Trustee (but, as to expenses, costs and documented out-of-pocket expenses of such Holder of the types described in clause (ii)(3) of this Section 5.5, only if an Event of Default then exists), incurs legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A1) any litigation, contest, dispute, suit, proceeding or action (whether instituted by AgentTrustee, any Lender, any Borrower Guarantor or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, Guaranty Documents or Guarantor's affairs; (B2) any attempt to enforce any rights of Agent or any Lender Trustee against any Borrower Guarantor or any other Person which may be obligated to Agent or any Lender Trustee by virtue of this Agreement or any of the other Loan Guaranty Documents, including including, without limitation, the Account Debtors, ; or (C3) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided then all such legal and accounting expenses, other costs and out of pocket expenses of Trustee, as applicable, shall be charged to Guarantor; provided, that Borrowers (a) if an Event of Default does not then exist, Guarantor shall not only be responsible to Agent or any Lender for such expenses, costs and out-of-pocket expenses to the extent determined by a court that the same are reasonable and (b) Guarantor shall not be responsible for such expenses, costs and out-of-pocket expenses to the extent incurred because of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Trustee. All amounts chargeable to Guarantor under this Section 5.5 shall be Obligations secured by all of the Collateral, shall be payable to Trustee or such Person or Holder, as the case maybe, 15 days after demand therefor, and shall bear interest from the date due until paid in full at the rate applicable to the extent such costs and expenses result Notes from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimtime to time.

Reimbursement of Expenses. Borrowers agree Taxes. Borrower agrees upon demand to pay or cause to be paid or to reimburse (i) the Agent and save the Agent harmless against liability for the payment of all reasonable and documented out-of-pocket costs expenses, including without limitation reasonable fees and reasonable expenses of Messrs. Reed Smith Shaw & McClay, xxxxxxx xxxxxel xxx xxe Agent and the Banks, and all other reasonable fees and expenses (including legal counsel fees and the costs and expenses of incurred by the Agent's external counselasset-based lending division or credit recovery group) of incurred by the Agent associated (a) arising in connection with this Agreement or any of the other Loan Documents development, preparation, execution, performance, administration and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation interpretation of this Agreement or any Agreement, all of the other Loan Documents, and other instruments and documents to be delivered hereunder, (b) relating to any amendment amendments, waivers or consents pursuant to the provisions hereof or thereof, (c) arising in connection with the enforcement of this Agreement, or modification the other Loan Documents, collection of the Notes, or the proof and allowability of any claim arising under this Agreement or the other Loan Documents, whether in any bankruptcy or receivership proceeding or otherwise, and (d) arising in connection with any litigation or preparation for litigation related to the collection of amounts owed under this Agreement, or the other Loan Documents. Borrower agrees upon demand to pay or cause to be paid or to reimburse each Bank and save each Bank harmless against liability for the payment of all reasonable out-of-pocket expenses (including fees and expenses of their respective counsel) incurred by such Bank in connection with the collection of the Notes or the proof and allowability of any claim arising under this Agreement or the other Loan Documents, whether in any bankruptcy or receivership proceeding or otherwise. The Borrower agrees to pay and to indemnify and save the Banks harmless from any and all liability for any stamp or other taxes, fees or similar impositions which may be payable in connection with this Agreement, the Notes or the other Loan Documents, or the performance of any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and or thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.

Reimbursement of Expenses. Borrowers agree In addition to paying Ultimus the fees described in each Fee Letter, the Trust, on behalf of each Fund, agrees to reimburse (i) Agent Ultimus for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or its actual out-of-pocket expenses in providing services hereunder, if applicable, including without limitation the following: 4.1. Reasonable travel and lodging expenses incurred by officers and employees of Ultimus in connection with attendance at meetings of the Trust’s Board of Trustees (Athe “Board”) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the CollateralCommittee thereof and shareholders’ meetings, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs attendance is requested by the Trust or by the Board; 4.2. All freight and other delivery charges incurred by Ultimus in delivering materials on behalf of the Trust; 4.3. All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Ultimus in communication with the Trust, the Trust’s investment adviser(s) or custodian, counsel for the Trust or a Fund, counsel for the Trust’s independent Trustees, the Trust’s independent accountants, dealers or others as required for Ultimus to perform the Services; 4.4. The cost of obtaining primary and secondary security market quotes and any securities data, including but not limited to the cost of fair valuation services; 4.5. The cost of electronic or other methods of storing records and materials; 4.6. All fees and expenses result incurred in connection with any licensing of software, subscriptions to databases, custom programming or systems modifications required to provide any special reports or services requested by the Trust; 4.7. Any expenses Ultimus shall incur at the direction of an officer of the Trust thereunto duly authorized other than an employee or other affiliated person of Ultimus who may otherwise be named as an authorized representative of the Trust for certain purposes; 4.8. A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); and 4.9. Any additional expenses reasonably incurred by Ultimus in the performance of its duties and obligations under this Agreement as agreed upon by the parties from a claim brought by Borrowers against Agent or any Lender for breach in bad faith time to time. For purposes of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.what is considered additional expenses the Parties shall refer to the Pro Forma attached as Appendix B.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company’s or Advanta’s liability to the Underwriters shall be limited to the reimbursement of the Underwriters’ expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters’ counsel (except that the fees and expenses of Underwriters’ counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee’s and thereby; Indenture Trustee’s fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent or any Lender 50% of the costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for reasonable distribution of the Notes; (vi) the costs and documented legal or accounting expenses or any other reasonable of counsel to the Underwriters and documented costs or outcounsel to the underwriters for the Class A(2008-of-pocket A1) Notes in an aggregate amount not to exceed $20,000, including all expenses in connection with the qualification of the Offered Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Avii) the cost of preparing the Offered Notes; (viii) the cost or expenses of any litigationtransfer agent or registrar; (ix) the costs and expenses of listing the Offered Notes on the Luxembourg Stock Exchange, contest, dispute, suit, proceeding or action if applicable (whether instituted except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (x) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter’s failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters and the underwriters for Class A(2008-A1) will collectively pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Notes by them, (Bii) any attempt to enforce advertising expenses connected with any rights of Agent or any Lender against any Borrower or any other Person which offers they may be obligated to Agent or any Lender by virtue of this Agreement or any of make, (iii) the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of listing the Offered Notes on the Luxembourg Stock Exchange subject to a claim brought by Borrowers against Agent or any Lender maximum amount of $2,500, (iv) 100% of the aggregate costs and expenses of counsel to the Underwriters and counsel to the underwriters for breach the Class A(2008-A1) Notes in bad faith excess of such Person's obligations hereunder if Borrowers have obtained a final $20,000 and nonappealable judgment from a court (v) 50% of competent judgment in Borrowers' favor on such claimthe costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for distribution.

Reimbursement of Expenses. Borrowers agree (a) The Borrower agrees to reimburse pay on demand (iand whether or not the Funding Date occurs) Agent for (1) all reasonable and documented out-of-pocket costs and expenses (of the Agent, including legal reasonable and documented fees and expenses of a single counsel for the Agent's external counsel) of Agent associated , in connection with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations credit facilities provided for herein, the preparation and (B) the administration of this Agreement or any amendments, modifications or waivers of the other Loan Documents and the transactions contemplated hereby and thereby; provisions hereof, and (ii2) all costs and expenses of the Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses each Bank in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any enforcement of the other Loan Documents, (B) whether in any attempt to enforce any rights of Agent action, suit or litigation, or any Lender against bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for the Agent and each Bank with respect thereto). The Borrower further agrees to pay any stamp or other taxes that may be payable in connection with the execution or delivery of any Loan Document. (b) If any payment of principal of, or Conversion of, any Eurodollar Rate Loan is made by the Borrower to or for the account of a Bank other than on the last day of the Interest Period for such Loan, as a result of a payment or Conversion pursuant to Section 2.5 (Prepayments), 2.8 (Conversion of Loans) or 2.9(d) (Increased Costs, Etc.), acceleration of the maturity of the Notes pursuant to Section 9 (Events of Default; Remedies) or for any other Person reason, or by an Eligible Assignee to a Bank other than on the last day of the Interest Period for such Loan upon an assignment of rights and obligations under this Agreement pursuant to Section 12.14 (Sale or Assignment) as a result of a demand by the Borrower pursuant to Section 12.14(a), or if the Borrower fails to make any payment or prepayment of a Loan for which a notice of prepayment has been given, whether pursuant to Section 2.3 (Repayment of Loans), 2.5 (Prepayments) or Section 9 (Events of Default; Remedies) or otherwise, the Borrower shall, upon demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses reasonably incurred by such Bank as a result of such payment or Conversion or such failure to pay or prepay, as the case may be obligated be, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to Agent fund or any Lender by virtue maintain such Loan. (c) The obligations of the Borrower under this Section 12.2 shall survive the termination of this Agreement or any and/or the payment of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimNotes.

Reimbursement of Expenses. Borrowers agree Holdings agrees to reimburse (i) Agent each of the Secured Parties for all reasonable and documented out-of-pocket costs and expenses of the Secured Parties (including legal including, without limitation, the reasonable fees and expenses of legal counsel; provided, that the Lenders and the Issuing Lenders (but not the Administrative Agent's external ) shall be limited to one counsel together for Holdings Guaranty and Pledge Agreement the Lenders and the Issuing Lenders as a group so long as any Lender or any Issuing Lender, as the case may be, has not, in good faith (and based on advice of counsel for such Lender or such Issuing Lender, as the case may be), reasonably determined that its interests conflict sufficiently with those of the other Lenders to warrant the employment of separate counsel for such Lender or such Issuing Lender, as the case may be, in which case such Lender or such Issuing Lender shall be paid, or reimbursed for payment of, the fees, charges and disbursements of such separate counsel) in connection with (i) any Default and any enforcement or collection proceeding resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) performance by the Administrative Agent associated with this Agreement of any obligations of Holdings in respect of the Collateral that Holdings has failed or refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the other Loan Documents Collateral, and for the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any care of the other Loan Documents, any amendment of Collateral and defending or modification of this Agreement or any asserting rights and claims of the other Loan DocumentsAdministrative Agent in respect thereof, by litigation or any syndication otherwise, (y) judicial or attempted syndication of the Obligations regulatory proceedings and (Bz) workout, restructuring or other negotiations or proceedings (whether or not the administration of this Agreement workout, restructuring or any of the other Loan Documents and the transactions transaction contemplated hereby and thereby; thereby is consummated) and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue enforcement of this Agreement or any of the other Loan DocumentsSection 7.03, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent all such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith shall be Secured Obligations entitled to the benefits of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimthe collateral security provided pursuant to Article IV hereof.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Securities occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company's or Advanta's liability to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for all their reasonable and documented 26 27 out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters' counsel (except that the fees and expenses of Underwriters' counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Securities are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Securities; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee's and thereby; Indenture Trustee's fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent the costs and expenses of printing the Prospectus (except the amount to be paid by the Underwriters in Section 10(c) below); (vi) the costs of printing or any Lender for reasonable reproducing this Agreement, the Blue Sky Survey, if applicable, and documented legal or accounting expenses or any other reasonable documents in connection with the offer, sale and documented costs or out-of-pocket delivery of the Offered Securities; (vii) all expenses in connection with the qualification of the Offered Securities under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Aviii) the cost of preparing the Offered Securities; (ix) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; and (whether instituted by Agent, any Lender, any Borrower or any x) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter's failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Securities by them, (Bii) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final printing the Prospectus and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.the Prospectus

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Securities occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company's or Advanta's liability to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters' counsel (except that the fees and expenses of Underwriters' counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Securities are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Securities; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee's and thereby; Indenture Trustee's fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent the costs and expenses of printing the Prospectus (except the amount to be paid by the Underwriters in Section 10(c) below); (vi) the costs and expenses of counsel to the Underwriters in excess of $25,000; (vii) the costs of printing or any Lender for reasonable reproducing this Agreement, the Blue Sky Survey, if applicable, and documented legal or accounting expenses or any other reasonable documents in connection with the offer, sale and documented costs or out-of-pocket delivery of the Offered Securities; (viii) all expenses in connection with the qualification of the Offered Securities under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Aix) the cost of preparing the Offered Securities; (x) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; (whether instituted xi) the costs and expenses of listing the Offered Securities on the Luxembourg Stock Exchange (except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (xii) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter's failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Securities by them, (Bii) any attempt to enforce any rights 50 % of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of printing the Prospectus and the Prospectus Supplement subject to a claim brought by Borrowers against Agent or maximum amount of $30,000, (iii) any Lender for breach advertising expenses connected with any offers they may make, (iv) the costs and expenses of listing the Offered Securities on the Luxembourg Stock Exchange subject to a maximum amount of $2,500 and (v) fees and expenses of counsel to the Underwriters in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claiman amount not to exceed $25,000.

Reimbursement of Expenses. Any action taken by any Borrower or Borrower Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of any Secured Party, shall be at the expense of such Borrower or Borrower Party, and no Secured Party shall be required under any Loan Document to reimburse any Borrower or Borrower Party therefor except as expressly provided therein. In addition, the Borrowers jointly and severally agree to pay or reimburse upon demand (ia) the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other Loan Documents document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments), in each case including the transactions contemplated hereby reasonable fees, charges and therebydisbursements of legal counsel to the Administrative Agent or such Related Persons, including (A) fees, costs and expenses incurred in connection with Intralinks® or any other E-System and allocated to the negotiation Loans by the Administrative Agent in its sole discretion and preparation fees, charges and disbursements of this Agreement the auditors, appraisers, printers and other of their Related Persons retained by or on behalf of any of them or any of their Related Persons, (b) the other Loan Documents, any amendment of or modification of this Agreement Administrative Agent and each Lender for all reasonable costs and expenses incurred by them or any of their Related Persons in connection with internal audit reviews, field examinations, financial investigation, and Collateral examinations, including, without limitation, any tax service company (which shall be reimbursed, in addition to the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by the Administrative Agent for its examiners), (c) each of the Administrative Agent, its Related Persons, and each Lender for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Borrower or any Borrower Party, Loan Document, Obligation or related transaction (or the response to and preparation for any subpoena or request for document production relating thereto), including fees and disbursements of counsel (including allocated costs of internal counsel), (d) costs incurred in connection with settlement of condemnation and casualty awards, premiums for title insurance and endorsements thereto, and (e) fees and costs for Uniform Commercial Code and litigation searches and background checks, and Rating Agency fees and expenses in connection with (A) any litigationa Rating Agency Confirmation, contestif required. Borrowers shall also pay to Administrative Agent a one-time fee, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any in addition to all other Person) relating to amounts due under the Collateral, this Agreement or any of the other Loan Documents, the sum of Eight Hundred Fifty and No/l00 Dollars (B$850.00) any attempt to enforce any rights per Project, which Administrative Agent shall collect at the closing of Agent or any Lender a Tranche and shall apply against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any the cost and expenses incurred in connection with the annual on-site audit and inspection of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimProjects.

Reimbursement of Expenses. Borrowers (a) Any action taken by Borrower or any Borrower Controlling Person under or with respect to any Loan Document, even if required under any Loan Document or at the request of Lender, shall be at the expense of Borrower or Borrower Controlling Person, and Lender shall not be required under any Loan Document to reimburse Borrower or any Borrower Controlling Person therefor except as expressly provided therein. In addition, Borrower jointly and severally agree to pay or reimburse upon demand (ia) Agent Lender for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement actually incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other Loan Documents document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments), in each case including the transactions contemplated hereby reasonable fees, charges and therebydisbursements of legal counsel to Lender or such Related Persons, including (A) fees, costs and expenses actually incurred in connection with any electronic transmissions and allocated to the negotiation Loans by Lender in its sole discretion and preparation fees, charges and disbursements of this Agreement the auditors, appraisers, printers and other of their Related Persons retained by or on behalf of any of them or any of the other Loan Documentstheir Related Persons, any amendment of or modification of this Agreement (b) Lender for all reasonable costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations, financial investigation, and Collateral examinations, including, without limitation, any tax service company (which shall be reimbursed, in addition to the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by Lender for its examiners) and (c) Lender and its Related Persons for all costs and expenses incurred in connection with (Ai) any litigationrefinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, contest, dispute, suit, proceeding (ii) the enforcement or action (whether instituted by Agentpreservation of any right or remedy under any Loan Document, any LenderObligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to Borrower or any other Person) Loan Document, Obligation or related transaction (or the response to and preparation for any subpoena or request for document production relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documentsthereto), including the Account Debtors, or fees and disbursements of counsel (C) after the occurrence and during the continuance including allocated costs of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claiminternal counsel).

Reimbursement of Expenses. 3.4.1. Borrowers agree to shall reimburse Lender for all legal, accounting, appraisal and other fees and expenses incurred by Lender in connection with (i) Agent for all reasonable the negotiation and documented out-of-pocket costs and expenses (including legal fees and expenses preparation of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents, any amendment or modification thereto, any waiver of any Default or Event of Default thereunder, or any restructuring or forbearance with respect thereto; (ii) the administration of the Loan Documents and the transactions contemplated hereby and thereby, including (A) to the negotiation extent that such fees and preparation of expenses are expressly provided for in this Agreement or any of the other Loan Documents, ; (iii) action taken to perfect or maintain the perfection or priority of any amendment of Lender's Liens with respect to any of the Collateral; (iv) any inspection of or modification of this Agreement audits conducted with respect to Borrowers' books and records or any of the other Loan DocumentsCollateral; (v) any effort to verify, protect, preserve, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or restore any of the other Loan Documents and Collateral or to collect, sell, liquidate or otherwise dispose of or realize upon any of the transactions contemplated hereby and therebyCollateral; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (Avi) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any or against Lender, any Borrower Obligor or any other Person) in any way arising out of or relating to any of the Collateral (or the validity, perfection or priority of any of Lender's Liens thereon), any of the Loan Documents or the validity, allowance or amount of any of the Obligations; (vii) the protection or enforcement or any rights or remedies of Lender in any Insolvency Proceeding; and (viii) any other action taken by Lender to enforce any of the rights or remedies of Lender against any Obligor or any Account Debtors to enforce collection of any of the Obligations or payments with respect to any of the Collateral. All amounts chargeable to Borrowers under this SECTION 3.4 and SECTION 3.2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable ON DEMAND to Lender. Notwithstanding anything herein to the contrary, Lender acknowledges and agrees that the aggregate amount of all legal, accounting, appraisal and other fees and expenses incurred by Lender in connection with the closing of the Revolver Facility and payable by Borrower to Lender pursuant to this Agreement SECTION 3.4 shall not exceed $20,000, which amount has been received by the Lender on or prior to the date hereof. Borrowers shall also reimburse Lender for expenses incurred by Lender in its administration of any of the Collateral to the extent and in the manner provided in SECTION 8 hereof or in any of the other Loan Documents. The foregoing shall be in addition to, (B) any attempt and shall not be construed to enforce any rights of Agent or any Lender against any Borrower or limit, any other Person which may be obligated to Agent or any Lender by virtue provision of this Agreement or any of the other Loan DocumentsDocuments regarding the reimbursement by Borrowers of costs, expenses or liabilities suffered or incurred by Lender. 3.4.2. If at any time Lender shall agree to indemnify any Person (including any Affiliate of Lender) against losses or damages that such Person may suffer or incur in its dealings or transactions with a Borrower, or shall guarantee any liability or obligation of a Borrower to such Person, or otherwise shall provide assurances of a Borrower's payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by Lender with respect to Banking Relationship Debt, then the Account DebtorsContingent Obligation of Lender providing any such indemnity, guaranty or (C) after other assurance of payment or performance, together with any payment made or liability incurred by Lender in connection therewith, shall constitute Obligations that are secured by the occurrence Collateral and during the continuance of an Event of DefaultBorrowers shall repay, ON DEMAND, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent amount so paid or any liability incurred by Lender for in connection with any such costs and out-of-pocket expenses indemnity, guaranty or other assurance, except that repayment with respect to any Letter of Credit shall be due on the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach Reimbursement Date as provided in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.SECTION 2.3.1

Reimbursement of Expenses. Borrowers agree to reimburse The Borrower shall (i) Agent reimburse the Administrative Agent, on demand, for all reasonable and documented out-of-pocket costs costs, charges and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement incurred by or any on behalf of the Administrative Agent (including, without limitation, the reasonable and documented fees, disbursements and other Loan charges of one primary counsel and any local or special counsel to the Administrative Agent and of the Independent Engineer as well the costs of any engineering reports and environmental audits and studies as required by the Administrative Agent (in consultation with the Borrower at any time no Default has occurred and is continuing)) in connection with all due diligence conducted by the Administrative Agent with respect to the financing contemplated herein as well the negotiation, preparation, execution, delivery, syndication, participation, administration and interpretation of the Credit Documents and the closing documentation ancillary to the completion of the transactions contemplated hereby and therebythereby and any amendments and waivers hereto and thereto (whether or not consummated or entered into), including (A) the negotiation charges of Intralinks and preparation of this Agreement or any of the other Loan Documentslien search fees and lien registration fees, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent reimburse each Finance Party’s agents or any Lender officers, on demand, for all reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses of such agents or officers in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any visit of the other Loan Documentsnature referred to in Section 10.1(r) and (iii) reimburse the Administrative Agent and the Lenders, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documentson demand, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and all reasonable out-of-pocket expenses to costs, charges and expense incurred by or on behalf of any of them (including the extent determined by a court fees, disbursements and other charges of competent jurisdiction by final and nonappealable judgment to have resulted from counsel) in connection with the gross negligence or willful misconduct enforcement of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimCredit Documents.

Reimbursement of Expenses. Borrowers agree (a) The Seller and Banro shall pay to reimburse (i) the Agent for and the Purchasers all reasonable and documented out-of-pocket costs and expenses (including all reasonable legal fees and disbursements of counsel) incurred by the Agent and the Purchasers in connection with this Agreement and the other related transactions, including: (i) the negotiation, preparation, printing, execution and delivery, both prior and subsequent to the Closing Date, of this Agreement and the Security Agreements; (ii) the fees and expenses of Agent's external counselengineering, environmental, insurance consulting and other expert or professional services retained by the Agent and the Purchasers and any on-site inspections by the Agent and the Purchasers or its representatives; (iii) the commissions, fees and expenses of Agent associated any selling agent engaged to monetize the Payable Gold; (iv) advice of counsel with respect to the this Agreement Agreement, the Security Agreements or any of the other Loan Documents and the transactions transaction contemplated hereby and thereby, including thereunder; (Av) the negotiation and preparation enforcement of this Agreement or any Security Agreement or the enforcement or preservation of rights thereunder or the other Loan Documentsbringing of any action, any amendment of suit or modification proceeding with respect to the enforcement of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Security Agreement or any such right or seeking any remedy which may be available to the Agent and the Purchasers at law or in equity; (vi) the maintenance of the other Loan Documents registration, filing and the transactions contemplated hereby perfection of the Security Agreements and thereby; and the Encumbrances thereof; (iivii) Agent any amendments, waivers or any Lender for reasonable and documented legal or accounting expenses consents requested by the Seller pursuant to the provisions hereof or any other reasonable Security Agreement; (viii) the incorporation and documented costs organization of the Agent, as well as the initial issuances of notes or out-of-pocket other investment instruments required to capitalize the Agent with the Deposit; and (ix) the ongoing fees and expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by the administration of the Agent, any Lenderincluding fees and expenses related to fiscal and collateral agents, any Borrower or any other Personvaluation, tax reporting and audit, (collectively, the “Reimbursable Expenses”). (b) relating to the Collateral, this Agreement or any The obligations of the other Loan Documents, (B) any attempt to enforce any rights Seller under this Section 14.3 shall survive the payment and performance of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue the Seller’s obligations hereunder and the termination of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimAgreement.

Reimbursement of Expenses. Borrowers agree In addition to paying CMFS the fees described in Schedule E attached hereto, the Fund agrees to reimburse (i) Agent CMFS for all its reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in providing services hereunder, including without limitation the following: (a) All freight, delivery and bonding charges incurred by CMFS in delivering materials to and from the Fund; (b) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by CMFS or an affiliate of CMFS in communications with the Fund, an adviser or sub-adviser to the Fund, the Fund's custodian, counsel, auditors, dealers or others as required for CMFS to perform the services to be provided hereunder; (c) The costs of obtaining security market quotes for the holdings of each Portfolio (the cost of obtaining prices for securities held in each Portfolio will be borne by the Portfolio); (d) All expenses incurred in connection with any custom programming, statements or systems modifications required to provide any reports or services requested by the Fund; (Ae) any litigationAny and all costs associated with the preparation, contestmailing or delivery of statements, disputeconfirms, suitoffering documents, proceeding or action (whether instituted by Agent, any Lender, any Borrower proxy statements or any other Persondocuments, including, but not limited to, the costs of preparation, photocopying, supplies, typesetting, printing, postage, any fees charged by Automatic Data Processing, Inc. or other processors with respect to such mailings and any related record storage; (f) Any expenses incurred by CMFS to reprint account applications or other documents identifying CMFS (along with its address and telephone number) as the Fund's transfer agent; (g) Any expenses CMFS shall incur at the written direction of an officer of the Fund's investment adviser or officer of the Fund; (h) Any additional expenses reasonably incurred by CMFS in the performance of its duties and obligations under this Agreement and approved in advance by the Fund; (i) Any expenses incurred by CMFS in connection with shareholder meetings and proxy solicitations; (j) Any fees and expenses associated with Blue Sky filings, SEC registration fees, Edgar Filings (if applicable), electronic support xx Xxard materials, escheatment, applicable Imaging fees, portfolio data software, VRU services, Citrix links, internet architecture and access fees, Web Access for Fund shareholders, DST FanMail or other similar reporting services, esuite of features (E-signature), third party platforms, bank service charges, associated fees of NSCC trading, other industry standard transfer agency expenses which shall be pre-approved; (k) Fidelity bond insurance premiums of the Fund; (l) The costs resulting from greater than 150 portfolio trades per month, per Portfolio (exclusive of daily cash investments). Portfolios engaging in more than 150 trades per month shall not be charged for excess trades so long as the total number of monthly portfolio trades executed by all the Portfolios does not exceed the aggregate monthly portfolio trades allowed under this paragraph (e.g., 8 Portfolios X 150 monthly trades = 1200 aggregate monthly allowable trades). Portfolios executing more than 150 portfolio trades per month and that cause the Fund to exceed its aggregate monthly allowable trades will be charged $5 per trade for each trade in excess of 150. (m) Any expenses associated with the implementation and enforcement of Customer Identification Procedures as required by regulations or rules adopted pursuant to the USA PATRIOT Act, and any new law, rule or regulation issued relating to the Collateral, this Agreement Fund's Anti - Money Laundering Program (as defined in Schedule D) which require the commitment of CMFS resources or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses are adopted subsequent to the extent determined by a court of competent jurisdiction by final Effective Date and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or which expenses are directly related to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such PersonFund's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimoperations.

Reimbursement of Expenses. Subject to the last sentence of Section 13.9(2) with respect to Secondary Market Transactions, Borrowers agree to shall pay or reimburse Administrative Agent and/or the Lenders on demand of the applicable party for (i1) Agent for all reasonable and documented out-of-pocket costs and expenses (incurred on or prior to the Closing Date by Administrative Agent and each initial Lender in connection with the negotiation, documentation, closing and disbursement of the Loans, including legal fees and expenses of Administrative Agent's external counsel’s and each initial Lender’s attorneys and Administrative Agent’s environmental, engineering, accounting, appraisal and other consultants (subject to Section 6.4 and the Section 4.3 of the Hazardous Materials Indemnity Agreement); fees, charges and taxes for the recording or filing of Loan Documents; financial investigation, audit and inspection fees and costs; settlement of condemnation and casualty awards; title search costs, premiums for title insurance and endorsements thereto; fees and costs for lien and litigation searches and background checks; and costs and expenses of responding to third-party subpoenas; and (2) all amounts expended, advanced or incurred by Administrative Agent and/or the Lenders to collect the Notes, or to enforce the rights of Administrative Agent associated with or the Lenders under this Agreement or any of the other Loan Documents Document, to protect, defend or assert the rights, claims and actions of Administrative Agent or the transactions contemplated hereby and thereby, including (A) Lenders under the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating respect to the Collateral, this Agreement Collateral (by litigation or other proceedings) or to defend any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender claims asserted against any Borrower or any other Person which may be obligated to Administrative Agent or any Lender by virtue of this Agreement Borrowers or any of Borrower Party with respect to the other Loans, the Loan Documents, including the Account DebtorsCollateral or the transactions contemplated hereby, or (C) after the occurrence which amounts will include all transfer taxes payable upon foreclosure of any Collateral, court costs, attorneys’ fees and during the continuance expenses, fees of an Event of Defaultauditors and accountants, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not and investigation expenses as may be responsible to incurred by Administrative Agent or any Lender for in connection with any such costs and out-of-pocket expenses to matters (whether or not litigation is instituted), together with interest at the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted Default Rate on each such amount from the gross negligence or willful misconduct date of such Person or disbursement until the date of reimbursement to the extent such costs and expenses result from a claim brought by Borrowers against Administrative Agent or any Lender for breach in bad faith (as applicable). All amounts payable by Borrowers to Administrative Agent or any Lender under this Section shall constitute part of such Person's obligations hereunder if Borrowers have obtained a final the Loans and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimshall be secured by the Loan Documents.

Reimbursement of Expenses. Any action taken by any Borrower or any other Borrower Party under or with respect to any Loan Document, the Environmental Indemnity Agreement, even if required under any Loan Document or the Environmental Indemnity Agreement or at the request of any Secured Party, shall be at the expense of or such Borrower or Borrower Party, and no Secured Party shall be required under any Loan Document or the Environmental Indemnity Agreement to reimburse any Borrower or any other Borrower Party therefor except as expressly provided therein. In addition, Borrowers jointly and severally agree to pay or reimburse upon demand, except as expressly otherwise provided herein (ia) Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document or the Environmental Indemnity Agreement, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments limited to once per year absent an Event of Default), in each case including the reasonable fees, charges and disbursements of legal counsel to Administrative Agent or such Related Persons, fees, costs and expenses incurred in connection with Intralinks®, Syndtrak®, or any other E-System and allocated to the Loan Documents by Administrative Agent in its sole discretion and fees, charges and disbursements of the transactions contemplated hereby auditors, appraisers, printers and thereby, including (A) the negotiation and preparation other of this Agreement their Related Persons retained by or on behalf of any of them or any of the other Loan Documentstheir Related Persons, any amendment of or modification of this Agreement (b) Administrative Agent and each Lender for all reasonable costs and expenses incurred by them or any of the other Loan Documentstheir Related Persons in connection with internal audit reviews, or field examinations, financial investigation, and Collateral examinations, including, without limitation, any syndication or attempted syndication tax service company, (c) each of the Obligations Administrative Agent, its Related Persons, and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any each Lender for reasonable all costs and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred in connection with (Ai) any litigationrefinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, contest(ii) the enforcement or preservation of any right or remedy with respect to any Obligation, disputethe Collateral or under any Loan Document or the Environmental Indemnity Agreement, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Personrelated right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Borrower Party, any Loan Document, the Environmental Indemnity Agreement, any Obligation or related transaction (or the response to and preparation for any subpoena or request for document production relating to the Collateralthereto), this Agreement or any including reasonable fees and disbursements of the other Loan Documentsoutside counsel, (Bd) any attempt to enforce any rights costs incurred in connection with settlement of condemnation and casualty awards, premiums for title insurance and endorsements thereto, and (e) fees and costs for Uniform Commercial Code and litigation searches and background checks customarily undertaken by Administrative Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.Lenders. LOAN AGREEMENT – PAGE 109

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company’s or Advanta’s liability to the Underwriters shall be limited to the reimbursement of the Underwriters’ expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters’ counsel (except that the fees and expenses of Underwriters’ counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee’s and thereby; Indenture Trustee’s fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent 50% of the costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for distribution; (vi) the costs and expenses of counsel to the Underwriters and counsel to the underwriters for the Class A(2006-A3) Notes in an aggregate amount not to exceed $25,000; (vii) the costs of printing or any Lender for reasonable reproducing this Agreement, the Blue Sky Survey, if applicable, and documented legal or accounting expenses or any other reasonable documents (excluding the Preliminary Prospectus or the Prospectus) in connection with the offer, sale and documented costs or out-of-pocket delivery of the Offered Notes; (viii) all expenses in connection with the qualification of the Offered Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Aix) the cost of preparing the Offered Notes; (x) the cost or expenses of any litigationtransfer agent or registrar; (xi) the costs and expenses of listing the Offered Notes on the Luxembourg Stock Exchange, contest, dispute, suit, proceeding or action if applicable (whether instituted except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (xii) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter’s failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Notes by them, (Bii) any attempt to enforce advertising expenses connected with any rights of Agent or any Lender against any Borrower or any other Person which offers they may be obligated to Agent or any Lender by virtue of this Agreement or any of make, (iii) the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of listing the Offered Notes on the Luxembourg Stock Exchange subject to a claim brought by Borrowers against Agent or any Lender maximum amount of $2,500, (iv) 54.55% of the aggregate costs and expenses of counsel to the Underwriters and counsel to the underwriters for breach the Class A(2006-A3) Notes in bad faith excess of such Person's obligations hereunder if Borrowers have obtained a final $25,000 and nonappealable judgment from a court (v) 27.27% of competent judgment in Borrowers' favor on such claimthe costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for distribution.

Reimbursement of Expenses. The Borrowers agree to will pay or reimburse the ------------------------- Bank, either at the Closing or within ten (10) days after the Bank presents a statement therefor, for (i) Agent for all reasonable and documented customary out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated incurred by the Bank in connection with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of and the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the consummation of the transactions contemplated hereby herein contemplated, including, without limitation, travel expenses, filing fees, recording costs, examinations of and thereby; certifications as to public records, and attorneys' fees (not to exceed $7,500.00) and expenses, (ii) Agent or any Lender for all reasonable out- of-pocket expenses of the Bank incurred in the performance of each periodic field audit conducted pursuant to Subsection 6.5 hereof, (iii) all reasonable and documented legal or accounting expenses or any other reasonable and documented costs or customary out-of-pocket expenses incurred by the Bank in connection with the administration of this Agreement and the Loan Documents, including, without limitation, attorneys' fees and expenses incurred in connection with (A) any litigationamendment, contestmodification, disputeinterpretation, suittermination, proceeding waiver or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating consent with respect to the Collateral, this Agreement or any of the other Loan Documents, or (B) any attempt action taken by the Bank to enforce protect or defend the Collateral, and (iv) upon the occurrence of any rights Event of Agent Default, all amounts reasonably expended, advanced or incurred by the Bank (A) after notice to the Borrowers, to satisfy any Lender against any Borrower obligation of the Borrowers under the Loan Documents, or (B) to collect upon the Revolving Note or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of obligations included in the other Loan Documents, including the Account DebtorsIndebtedness, or (C) after to enforce the occurrence and during rights of the continuance of an Event of Default, any attempt Bank under the Loan Documents or to inspect, verify, protect, preserve, restore, collect, sellforeclose, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or , which amounts will include all court costs, attorneys' fees, fees of auditors and accountants, and investigation expenses reasonably incurred by the Bank in connection with any Lender for such costs and out-of-pocket expenses to matters. All of the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs foregoing charges and expenses result from a claim brought by Borrowers against Agent or any Lender shall be considered Indebtedness for breach in bad faith purposes of such Person's obligations hereunder this Agreement and if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimnot paid when due shall thereafter bear interest at the Prime Rate, plus two percent (2%), until paid.

Reimbursement of Expenses. Any action taken by any Borrower or any other Borrower Party under or with respect to any Loan Document, the Environmental Indemnity Agreement, even if required under any Loan Document or the Environmental Indemnity Agreement or at the request of any Secured Party, shall be at the expense of or such Borrower or Borrower Party, and no Secured Party shall be required under any Loan Document or the Environmental Indemnity Agreement to reimburse any Borrower or any other Borrower Party therefor except as expressly provided therein. In addition, Borrowers jointly and severally agree to pay or reimburse upon demand, except as expressly otherwise provided herein (ia) Administrative Agent for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement incurred by it or any of its Related Persons in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document or the Environmental Indemnity Agreement, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein (including periodic audits in connection therewith and environmental audits and assessments limited to once per year absent an Event of Default), in each case including the reasonable fees, charges and disbursements of legal counsel to Administrative Agent or such Related Persons, fees, costs and expenses incurred in connection with Intralinks®, Syndtrak®, or any other E-System and allocated to the Loan Documents by Administrative Agent in its sole discretion and fees, charges and disbursements of the transactions contemplated hereby auditors, appraisers, printers and thereby, including (A) the negotiation and preparation other of this Agreement their Related Persons retained by or on behalf of any of them or any of the other Loan Documentstheir Related Persons, any amendment of or modification of this Agreement (b) Administrative Agent and each Lender for all reasonable costs and expenses incurred by them or any of the other Loan Documentstheir Related Persons in connection with internal audit reviews, or field examinations, financial investigation, and Collateral examinations, including, without limitation, any syndication or attempted syndication tax service company, (c) each of the Obligations Administrative Agent, its Related Persons, and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any each Lender for reasonable all costs and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred in connection with (Ai) any litigationrefinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, contest(ii) the enforcement or preservation of any right or remedy with respect to any Obligation, disputethe Collateral or under any Loan Document or the Environmental Indemnity Agreement, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Personrelated right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Borrower Party, any Loan Document, the Environmental Indemnity Agreement, any Obligation or related transaction (or the response to and preparation for any subpoena or request for document production relating to the Collateralthereto), this Agreement or any including reasonable fees and disbursements of the other Loan Documentsoutside counsel, (Bd) any attempt to enforce any rights costs incurred in connection with settlement of condemnation and casualty awards, premiums for title insurance and endorsements thereto, and (e) fees and costs for Uniform Commercial Code and litigation searches and background checks customarily undertaken by Administrative Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimLenders.

Reimbursement of Expenses. Borrowers agree to reimburse (i) Agent for all reasonable and documented If, at any time or times regardless of ------------------------- whether or not an Event of Default then exists, Lender incurs legal or accounting expenses or any other costs or out-of-pocket costs and expenses in connection with (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (Ai) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or or, in the event the Commitment Amount is increased after the date hereof, any syndication sale or attempted syndication sale of the Obligations and any interest herein to a Participant; (Bii) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (Aiii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) in any way relating to the Collateral, this Agreement or any of the other Loan Documents, Documents or Borrower's affairs; (Biv) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, ; or (Cv) after the occurrence and during the continuance of an Event of Default, any attempt to inspectinspect (subject to limits as may be applicable under Section 3.2.3 hereof), verify, protect, preserve, perfect or continue the perfection of Lender's Liens upon, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers then all such reasonable legal and accounting expenses, other costs and out of pocket expenses of Lender shall not be responsible charged to Agent or any Borrower. All amounts chargeable to Borrower under this Section 3.4 shall be Obligations secured by all of the Collateral, shall be payable on demand to Lender. Borrower shall also reimburse Lender for such costs and out-of-pocket expenses incurred by Lender in its administration of the Collateral to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from in the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach manner provided in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimSection 6 hereof.

Reimbursement of Expenses. Borrowers agree to reimburse If, at any time or times regardless of whether or not an Event of Default then exists: (i) Agent for all reasonable and documented Agents incur legal or accounting expenses or any other out-of-pocket expenses or costs and expenses in connection with (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A1) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B2) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and or (ii) Agent Agents or any Lender for incurs reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses or costs in connection with (A1) any litigation, contest, dispute, suit, proceeding or action (whether instituted by AgentAgents, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan DocumentsDocuments or any Borrower’s affairs, (B2) any attempt to enforce any rights of Agent Agents or any Lender against any Borrower Borrowers or any other Person which may be obligated to Agent Agents or any Lender by virtue of this Agreement or any of the other Loan Documents, including including, without limitation, the Account Debtors, or (C3) after the occurrence and during the continuance of an Event of Default, any attempt by Agent to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for then all such costs legal and accounting expenses and other out-of-pocket expenses and costs of Agents or any Lender, as applicable, shall be charged to the applicable Borrower; provided, that such Borrower shall not be responsible for such out-of-pocket expenses and costs to the extent determined by a court incurred because of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Agents or any Lender; and provided, further, that Canadian Borrower shall not be responsible for such Person out-of-pocket costs and expenses, incurred with respect to U.S. Borrower or U.K. Borrower and the U.K. Borrower shall not be responsible for such out-of-pocket costs and expenses incurred with respect to Canadian Borrower. All amounts chargeable to Borrowers under this Section 2.8 shall be Obligations secured by all of the Collateral (provided that amounts chargeable to U.S. Borrower or U.K. Borrower shall not be secured by Canadian Collateral and that amounts chargeable to Canadian Borrower shall not be secured by the U.K. Collateral), shall be payable on demand to Agents or such Lender, as the case may be, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Base Rate Revolving Portions (or, in the case of Canadian Agent or Canadian Lender, Canadian Prime Rate Loans) from time to time. The applicable Borrower shall also reimburse Agents for expenses incurred by Agents in their administration of the Collateral to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final the manner provided in Sections 2.9 and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim2.10 hereof.

Reimbursement of Expenses. Borrowers The Securing Parties jointly and severally agree to reimburse (i) Agent each of the Secured Parties for all reasonable and documented out-of-pocket costs and expenses of the Secured Parties (including legal including, without limitation, the reasonable fees and expenses of legal counsel to the Administrative Agent and the Lenders; provided, that the Lenders and the Issuing Lenders (but not the Administrative Agent's external ) shall be limited to one counsel together for the Lenders and the Issuing Lenders as a group so long as any Lender or any Issuing Lender, as the case may be, has not, in good faith (and based on advice of counsel for such Lender or such Issuing Lender, as the case may be), reasonably determined that its interests conflict sufficiently with those of the other Lenders to warrant the employment of separate counsel for such Lender or such Issuing Lender, as the case may be, in which case such Lender or such Issuing Lender shall be paid, or reimbursed for payment of, the fees, charges and disbursements of such separate counsel) in connection with (i) any Default and any enforcement or collection proceeding resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) performance by the Administrative Agent associated with this Agreement of any obligations of the Securing Parties in respect of the Collateral that the Securing Parties have failed or refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the other Loan Documents Collateral, and for the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any care of the other Loan Documents, any amendment of Collateral and defending or modification of this Agreement or any asserting rights and claims of the other Loan DocumentsAdministrative Agent in respect thereof, by litigation or any syndication otherwise, (y) judicial or attempted syndication of the Obligations regulatory proceedings and (Bz) workout, restructuring or other negotiations or proceedings (whether or not the administration of this Agreement workout, restructuring or any of the other Loan Documents and the transactions transaction contemplated hereby and thereby; thereby is consummated) and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue enforcement of this Agreement or any of the other Loan DocumentsSection 6.03, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent all such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith shall be Secured Obligations entitled to the benefits of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimthe collateral security provided pursuant to Article III hereof.

Reimbursement of Expenses. Borrowers agree In addition to paying CMFS the fees described in Schedule C attached hereto, the Trust agrees to reimburse (i) Agent CMFS for all its reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in providing services hereunder, including without limitation the following: (a) All freight, delivery and bonding charges incurred by CMFS in delivering materials to and from the Trust; (b) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by CMFS or an affiliate of CMFS in communications with the Trust, an adviser or sub-adviser to the Trust, the Trust's custodian, counsel, auditors, dealers or others as required for CMFS to perform the services to be provided hereunder; (c) The Trust's proportionate costs of obtaining security market quotes. CMFS will create a single master security file from the portfolio holdings of each series of the Trust, and the cost of pricing a security or securities held by multiple series will charged once and allocated to each series holding that security or securities. The cost of obtaining securities prices for securities held by a single series will be borne by that series; (d) All expenses incurred in connection with any custom programming or systems modifications required to provide any reports or services requested by the Trust; (Ae) Any and all costs associated with the delivery of documents (including, but not limited to, the printing and postage charges associated with the printing and mailing of statements and confirms and any litigationfees charged by Automatic Data Processing, contest, dispute, suit, proceeding Inc. with respect to such mailings) to shareholders of the Trust; (f) Any expenses CMFS shall incur at the written direction of an officer of the Trust's investment adviser or action officer of the Trust ; (whether instituted g) Any additional expenses reasonably incurred by Agent, any Lender, any Borrower CMFS in the performance of its duties and obligations under this Agreement and approved in advance by the Trust; (h) Any expense incurred by CMFS to reprint account applications or any other Persondocuments identifying CMFS (along with its address and telephone number) as the Trust's transfer agent; (i) Any expenses relating to the Collateralroutine and non-routine mailings including but not limited to postage, this Agreement preparation, photocopying, supplies, and record storage; (j) Any fees and expenses associated with Blue Sky filings, SEC registration fees, Exxxx Filings (if applicable), escheatment, applicable Imaging fees, VRU services, Citrix links, internet architecture and access fees, Web Access for Trust shareholders, DST FanMail or any other similar reporting services, bank service charges, associated fees of NSCC trading, other industry standard transfer agency expenses which shall be pre-approved; (k) Fidelity bond insurance premiums; (l) typesetting and printing of the Portfolios' public documents, and fees and expenses of each Portfolios' other Loan Documents, (B) any attempt to enforce any rights vendors and providers; and Any expenses associated with the implementation and enforcement of Agent customer identification procedures as required by regulations or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses rules adopted pursuant to the extent determined by a court USA PATRIOT Act, and any new law, rule or regulation issued relating to Anti-Money Laundering policies which require the commitment of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or CMFS resources which rules are adopted subsequent to the extent such costs Effective Date and which expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimare directly related to Trust operations.

Reimbursement of Expenses. Borrowers agree In addition to paying Uxxxxxx the fees described in each Fee Letter, the Fund agrees to reimburse Uxxxxxx for its actual reimbursable expenses in providing services hereunder. All such reimbursable expenses shall be presented to the Fund (ior the Fund’s investment adviser) Agent for all reasonable approval in advance of payment. Such reimbursable expenses may include, if applicable and documented out-of-pocket costs without limitation, the following : 4.1. Reasonable travel and lodging expenses incurred by officers and employees of Uxxxxxx in connection with attendance at meetings of the Fund’s Board (including legal the “Board”) or any committee thereof and shareholders’ meetings; 4.2. All freight and other delivery charges incurred by Ultimus in delivering materials on behalf of the Fund; 4.3. All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Uxxxxxx in communication with the Fund, the Fund’s investment adviser(s) or custodian, counsel for the Fund, counsel for the Fund’s independent Board members, the Fund’s independent accountants, dealers or others as required for Ultimus to perform the Services; 4.4. The cost of obtaining secondary security market quotes and any securities data, including, but not limited to, the cost of fair valuation services and the cost of obtaining corporate action related data and securities master data; 4.5. The cost of electronic or other methods of storing records and materials; 4.6. All fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred in connection with (A) any litigationlicensing of software, contestsubscriptions to databases, dispute, suit, proceeding custom programming or action (whether instituted systems modifications required to provide any special reports or services requested by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any Fund; 4.7. Any expenses Ultimus shall incur at the direction of an officer of the Fund thereunto duly authorized other Loan Documents, (B) any attempt to enforce any rights than an employee or other affiliated person of Agent or any Lender against any Borrower or any other Person which Uxxxxxx who may otherwise be obligated to Agent or any Lender by virtue of this Agreement or any named as an authorized representative of the other Loan DocumentsFund for certain purposes; 4.8. A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); 4.9. A reasonable allocation of the cost of GainsKeeper® software, including used by Ultimus to track wash loss deferrals for both fiscal (855) and excise tax provisioning; and 4.10. Any additional expenses reasonably incurred by Ultimus in the Account Debtors, or (C) after the occurrence performance of its duties and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimunder this Agreement.

Reimbursement of Expenses. Borrowers agree to reimburse If, at any time or times regardless of whether or not an Event of Default then exists: (i) Agent for all reasonable and documented Agents incur legal or accounting expenses or any other out-of-pocket expenses or costs and expenses in connection with (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A1) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B2) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and or (ii) Agent Agents or any Lender for incurs reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses or costs in connection with (A1) any litigation, contest, dispute, suit, proceeding or action (whether instituted by AgentAgents, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan DocumentsDocuments or any Borrower's affairs, (B2) any attempt to enforce any rights of Agent Agents or any Lender against any Borrower Borrowers or any other Person which may be obligated to Agent Agents or any Lender by virtue of this Agreement or any of the other Loan Documents, including including, without limitation, the Account Debtors, or (C3) after the occurrence and during the continuance of an Event of Default, any attempt by Agent to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for then all such costs legal and accounting expenses and other out-of-pocket expenses and costs of Agents or any Lender, as applicable, shall be charged to the applicable Borrower; provided, that such Borrower shall not be responsible for such out-of-pocket expenses and costs to the extent determined by a court incurred because of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Agents or any Lender; and provided, further, that Canadian Borrower shall not be responsible for such Person out-of-pocket costs and expenses, incurred with respect to U.S. Borrower or U.K. Borrower and the U.K. Borrower shall not be responsible for such out-of-pocket costs and expenses incurred with respect to Canadian Borrower. All amounts chargeable to Borrowers under this Section 2.8 shall be Obligations secured by all of the Collateral (provided that amounts chargeable to U.S. Borrower or U.K. Borrower shall not be secured by Canadian Collateral and that amounts chargeable to Canadian Borrower shall not be secured by the U.K. Collateral), shall be payable on demand to Agents or such Lender, as the case may be, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Base Rate Revolving Portions (or, in the case of Canadian Agent or Canadian Lender, Canadian Prime Rate Loans) from time to time. The applicable Borrower shall also reimburse Agents for expenses incurred by Agents in their administration of the Collateral to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final the manner provided in Sections 2.9 and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim2.10 hereof.

Reimbursement of Expenses. Borrowers agree to reimburse (i) Agent for all If, at any time or times regardless of whether or not an Event of Default then exists, Agent, any Lender or any Participating Lender incurs reasonable and documented legal or accounting expenses or any other costs or out-of-pocket costs and expenses in connection with: (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (Ai) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication sale or attempted syndication sale of the Obligations and any interest herein to another Lender or a Participating Lender; (Bii) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (Aiii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) in any way relating to the Collateral, this Agreement or any of the other Loan Documents, Documents or Borrower’s affairs; (Biv) any attempt to enforce any rights of Agent Agent, any Lender or any Participating Lender against any Borrower or any other Person which may be obligated to Agent or any Lender and/or Lenders by virtue of this Agreement or any of the other Loan Documents, including including, without limitation, the Account Debtors, ; or (Cv) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; then all such legal and accounting expenses, other costs and out of pocket expenses of Agent, any Lender or any Participating Lender shall be charged to Borrower. All amounts chargeable to Borrower under this Section 2.6 shall be Obligations secured by all of the Collateral, shall be payable on demand to Agent, such Lender or to such Participating Lender, as the case may be, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Base Rate Advances from time to time. Borrower shall also reimburse Agent for expenses incurred by Agent in its administration of the Collateral to the extent and in the manner provided in Section 6 hereof; provided that Borrowers Borrower shall not be responsible required to reimburse Agent or any Lender for such costs and out-of-pocket or expenses in connection with any litigation, contest, dispute, suit, proceeding or action in which Borrower is, pursuant to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimnon-appealable order, the prevailing party.

Reimbursement of Expenses. Borrowers agree Whether or not any Loan is ever made or any Letter of Credit is ever issued, the Company agrees to pay or reimburse (i) Administrative Agent for all paying the reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) Mayer, Brown, Rowe & Maw, special counsel to the Agents in connection with the negoxxxxion of Agent associated with the terms and structure of the Obligations, the preparation, execution and delivery of this Agreement or any of and the other Loan Documents and the transactions contemplated hereby making of the Loans and therebythe issuance of Letters of Credit hereunder, including (A) as well as any modification, supplement or waiver of any of the negotiation terms of this Agreement and preparation the other Loan Documents. The Company will promptly upon request and in any event within 30 days from the date of receipt by the Company of a copy of a bill for such amounts, reimburse any Lender or any Agent for all amouxxx reasonably expended, advanced or incurred by such Lender or such Agent to satisfy any obligation of the Company under this Agreement or any other Loan Document, to protect the properties or business of the other Loan DocumentsCompany or any Subsidiary of the Company, any amendment to collect the Obligations, or to enforce the rights of such Lender or modification of such Agent under this Agreement or any of the other Loan DocumentsDocument, which amounts will include without limitation all court costs, attorneys' fees (but not including allocated costs of in-house counsel), any engineering fees and expenses, fees of auditors, accountants and appraisers, investigation expenses, all transfer, stamp, documentary or similar taxes, assessments or charges levied by any syndication or attempted syndication Governmental Authority in respect of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable document referred to therein, all costs, expenses, taxes, assessments and documented costs other charges incurred in connection with any filing, registration, recording or perfection of any Lien contemplated by any of the Loan Documents or any document referred to therein, fees and expenses incurred in connection with such Lender's participation as a member of a creditors' committee in a case commenced under the Bankruptcy Code or other similar law of the United States or any state thereof, fees and expenses incurred in connection with lifting the automatic stay prescribed in Section 362 Title 11 of the United States Code, and fees and expenses incurred in connection with any action pursuant to Section 1129 Title 11 of the United States Code and all other customary out-of-pocket expenses incurred by such Lender or such Agent in connection with such matters, together with interest after the expiration of the 30-day period stated above in this Section if no Event of Default has occurred and is continuing, or from the date of the request to the Company if an Event of Default has occurred and is continuing, at either (Ai) any litigation, contest, dispute, suit, proceeding the Post-Default Rate on each such amount until the date of reimbursement to such Lender or action (whether instituted by such Agent, any Lenderor (ii) if no Event of Default will have occurred and be continuing, any Borrower or any other Personthe Alternate Base Rate plus the highest Applicable Margin for Alternate Base Rate Loans (not to exceed the Highest Lawful Rate) relating to on each such amount until the Collateral, this Agreement or any date of the other Loan DocumentsCompany's receipt of written demand or request by such Lender or such Agent for the reimbursement of same, (B) and thereafter at the applicable Post-Default Rate until the date of reimbursement to such Lender or such Agent. The obligations of the Company under this Section are compensatory in nature, shall be deemed liquidated as to amount upon receipt by the Company of a copy of any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue invoice therefor, and will survive the non-assumption of this Agreement in a case commenced under the Bankruptcy Code or other similar law of the United States or any state thereof, and will remain binding on the Company and any trustee, receiver, or liquidator of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, Company appointed in any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimcase.

Reimbursement of Expenses. Borrowers agree Borrower agrees to pay or reimburse (i) Agent Lender for all reasonable and documented out-of-pocket costs expenses, including Attorneys' Fees, incurred by Lender in connection with the negotiation, preparation, execution and expenses (including legal fees delivery of this Amendment and expenses the consummation of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby hereby. $25,000,000.00 April 11, 2022 MIDFIRST BANK, a federally chartered savings association (collectively, with any holder of this Note, “Lender”) has made a loan (“Loan”) to EDUCATIONAL DEVELOPMENT CORPORATION, a Delaware corporation (“Borrower”), pursuant to an Amended and Restated Loan Agreement dated as of February 15, 2021 (as, from time to time, amended, modified or restated, the “Loan Agreement”), between Lender and Borrower. All capitalized terms used, but not otherwise defined in this Promissory Note have the meaning assigned such capitalized terms in the Loan Agreement. FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender, at 500 XX Xxxxx Xxxx. Xxxxxxxx Xxxx, XX 00000, or at such other address as may be specified by Lender, the principal sum of Twenty-Five Million and No/100 Dollars ($25,000,000.00), or such amounts as may be advanced under the Revolving Loan pursuant to the terms of the Loan Agreement, in Dollars, with interest thereon as set forth in the Loan Agreement, and to be paid in accordance with the terms of the Loan Agreement. Borrower's obligations to Lender are governed by the Loan Agreement. 1. All terms of the Loan Agreement are incorporated into this Note. 2. This Note is secured, in part, by the Security Instruments. 3. This Note only evidences Borrower's obligations to Lender under the Revolving Loan which are more specifically set forth in the Loan Agreement. 4. This Promissory Note is issued by Borrower in replacement, ratification and continuation of, but not in extinguishment or novation of, that certain Promissory Note (Revolving Loan) dated July 16, 2021, payable to the order of Lender in the stated principal amount of $20,000,000 (the “Prior Note”). All Security Instruments securing payment of the Prior Note, and the liens and security interests created thereby, including (A) the negotiation shall continue in full force and preparation effect, unabated and uninterrupted, as security for payment of this Agreement or any Promissory Note and the indebtedness evidenced hereby. This Note shall be construed and enforced in accordance with the laws of the other Loan Documents, any amendment State of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimOklahoma. 5. THIS NOTE IS NOT A NEGOTIABLE INSTRUMENT. THIS NOTE IS NOT GOVERNED BY ARTICLE 3 OF THE UCC.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company’s or Advanta’s liability to the Underwriters shall be limited to the reimbursement of the Underwriters’ expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters’ counsel (except that the fees and expenses of Underwriters’ counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee’s and thereby; Indenture Trustee’s fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent the costs and expenses of printing the Prospectus (except the amount to be paid by the Underwriters in Section 10(c) below); (vi) the costs and expenses of counsel to the Underwriters in an amount not to exceed $25,000; (vii) the costs of printing or any Lender for reasonable reproducing this Agreement, the Blue Sky Survey, if applicable, and documented legal or accounting expenses or any other reasonable documents in connection with the offer, sale and documented costs or out-of-pocket delivery of the Offered Notes; (viii) all expenses in connection with the qualification of the Offered Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Aix) the cost of preparing the Offered Notes; (x) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; (whether instituted xi) the costs and expenses of listing the Offered Notes on the Luxembourg Stock Exchange (except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (xii) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter’s failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Notes by them, (Bii) any attempt to enforce any rights 50 % of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of printing the Prospectus and the Prospectus Supplement subject to a claim brought by Borrowers against Agent or maximum amount of $30,000, (iii) any Lender for breach advertising expenses connected with any offers they may make, (iv) the costs and expenses of listing the Offered Notes on the Luxembourg Stock Exchange subject to a maximum amount of $2,500 and (v) the costs and expenses of counsel to the Underwriters in bad faith excess of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim$25,000.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company’s or Advanta’s liability to the Underwriters shall be limited to the reimbursement of the Underwriters’ expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters’ counsel (except that the fees and expenses of Underwriters’ counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee’s and thereby; Indenture Trustee’s fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent or any Lender 50% of the costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for reasonable distribution of the Class A(2007-A2) Notes; (vi) the costs and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket of counsel to the Underwriters in an aggregate amount not to exceed $20,000, including all expenses in connection with the qualification of the Offered Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Avii) the cost of preparing the Offered Notes; (viii) the cost or expenses of any litigationtransfer agent or registrar; (ix) the costs and expenses of listing the Offered Notes on the Luxembourg Stock Exchange, contest, dispute, suit, proceeding or action if applicable (whether instituted except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (x) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter’s failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will collectively pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Notes by them, (Bii) any attempt to enforce advertising expenses connected with any rights of Agent or any Lender against any Borrower or any other Person which offers they may be obligated to Agent or any Lender by virtue of this Agreement or any of make, (iii) the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of listing the Offered Notes on the Luxembourg Stock Exchange subject to a claim brought by Borrowers against Agent or any Lender maximum amount of $2,500, (iv) 100% of the aggregate costs and expenses of counsel to the Underwriters in excess of $20,000 and (v) 50% of the costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimdistribution.

Reimbursement of Expenses. Borrowers The Company and OOMC hereby jointly and severally covenant and agree to pay (or to reimburse (ithe Note Purchaser promptly upon demand therefor) Agent for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with the Note Purchaser incident to this Agreement or any of and the other Loan Basic Documents and the transactions contemplated hereby hereunder and therebythereunder, including (Ai) the negotiation all reasonable fees, expenses and preparation of this Agreement or any disbursements of the other Loan DocumentsNote Purchaser's counsel incurred in connection with negotiation, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations drafting and (B) the subsequent administration of this Agreement or any of and the other Loan Basic Documents and the transactions contemplated hereby hereunder and thereby; thereunder, provided that the Company and OOMC shall not be required to pay or reimburse under this clause (i) in respect of the negotiation and drafting of the Basic Documents any amount in excess of $75,000, (ii) Agent or the costs and expenses of any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses due diligence conducted by the Note Purchaser in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of and the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of Basic Documents and the other Loan Documentstransactions contemplated hereunder and thereunder, including the Account Debtors, or (C) after the occurrence and during the continuance cost of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and outthird-of-pocket expenses party contract underwriter acceptable to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent Note Purchaser (such costs and expenses result from a claim brought of due diligence not to exceed $7,500 per any calendar month in connection with the Note Purchaser's ongoing due diligence activities hereunder; (iii) all fees and charges of the Custodian under the Custodial Agreement, including those fees relating to the Custodian's review of the Custodial Loan Files relating to the Pledged Loans; (iv) all fees and charges of the Facility Administrator under the Facility Administration Agreement; and (v) all costs incurred by Borrowers against Agent the Note Purchaser in connection with the perfection of any Lien with respect to the Collateral granted by the Company hereunder, including the costs of filing UCC-1 financing statements and any other necessary or any Lender for breach in bad faith appropriate documents. In addition, the Company and OOMC, jointly and severally, shall pay (or reimburse the Note Purchaser promptly upon demand therefor) all reasonable costs and expenses (including reasonable attorneys', expert witnesses' and consultants' fees and disbursements) of such Personthe Note Purchaser incident to the enforcement of the Note Purchaser's rights, remedies, powers or privileges or the Company's or OOMC's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court or under any Secured Note or any other Basic Document or to the protection of competent judgment the Note Purchaser's interests hereunder or thereunder, whether by judicial proceedings or otherwise, including in Borrowers' favor on such claimconnection with bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar proceedings involving the Company.

Reimbursement of Expenses. Borrowers agree In addition to paying Ultimus the fees described in each Fee Letter, the Trust, on behalf of each Fund, agrees to reimburse (i) Agent Ultimus for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or its actual out-of-pocket expenses in providing services hereunder, if applicable, including without limitation the following: 4.1. Reasonable travel and lodging expenses incurred by officers and employees of Ultimus in connection with attendance at meetings of the Trust’s Board of Trustees (Athe “Board”) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the CollateralCommittee thereof and shareholders’ meetings, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs attendance is requested by the Trust or by the Board; 4.2. All freight and other delivery charges incurred by Ultimus in delivering materials on behalf of the Trust; 4.3. All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Ultimus in communication with the Trust, the Trust’s investment adviser(s) or custodian, counsel for the Trust or a Fund, counsel for the Trust’s independent Trustees, the Trust’s independent accountants, dealers or others as required for Ultimus to perform the Services; Ultimus Master Services Agreement 4.4. The cost of obtaining primary and secondary security market quotes and any securities data, including but not limited to the cost of fair valuation services; 4.5. The cost of electronic or other methods of storing records and materials; 4.6. All fees and expenses result incurred in connection with any licensing of software, subscriptions to databases, custom programming or systems modifications required to provide any special reports or services requested by the Trust; 4.7. Any expenses Ultimus shall incur at the direction of an officer of the Trust thereunto duly authorized other than an employee or other affiliated person of Ultimus who may otherwise be named as an authorized representative of the Trust for certain purposes; 4.8. A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); and 4.9. Any additional expenses reasonably incurred by Ultimus in the performance of its duties and obligations under this Agreement as agreed upon by the parties from a claim brought by Borrowers against Agent or any Lender for breach in bad faith time to time. For purposes of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.what is considered additional expenses the Parties shall refer to the Pro Forma attached as Appendix B.

Reimbursement of Expenses. Borrowers agree In addition to paying Uxxxxxx the fees described in each Fee Letter, the Trust, on behalf of each Fund, agrees to reimburse Ultimus for its actual reimbursable expenses in providing services hereunder, if applicable, including, without limitation, the following: 4.1. Reasonable travel and lodging expenses incurred by officers and employees of Uxxxxxx in connection with attendance at meetings of the Trust’s Board of Trustees (ithe “Board”) Agent or any committee thereof and shareholders’ meetings; 4.2. All freight and other delivery charges incurred by Uxxxxxx in delivering materials on behalf of the Trust; 4.3. All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Uxxxxxx in communication with the Trust, the Trust’s investment adviser(s) or custodian, counsel for all reasonable the Trust or a Fund, counsel for the Trust’s independent Trustees, the Trust’s independent accountants, dealers or others as required for Ultimus to perform the Services; 4.4. The cost of obtaining secondary security market quotes and documented out-of-pocket costs any securities data, including, but not limited to, the cost of fair valuation services and expenses (including legal the cost of obtaining corporate action related data and securities master data; 4.5. The cost of electronic or other methods of storing records and materials; 4.6. All fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred in connection with (A) any litigationlicensing of software, contestsubscriptions to databases, dispute, suit, proceeding custom programming or action (whether instituted systems modifications required to provide any special reports or services requested by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any Trust; 4.7. Any expenses Ultimus shall incur at the direction of an officer of the Trust thereunto duly authorized other Loan Documents, (B) any attempt to enforce any rights than an employee or other affiliated person of Agent or any Lender against any Borrower or any other Person which Uxxxxxx who may otherwise be obligated to Agent or any Lender by virtue of this Agreement or any named as an authorized representative of the other Loan DocumentsTrust for certain purposes; 4.8. A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (“SOC 1 Reports”); 4.9. A reasonable allocation of the cost of GainsKeeper® software, including used by Ultimus to track wash loss deferrals for both fiscal (855) and excise tax provisioning; and 4.10. Any additional expenses reasonably incurred by Uxxxxxx in the Account Debtors, or (C) after the occurrence performance of its duties and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimunder this Agreement.

Reimbursement of Expenses. Borrowers agree In the event that (x) ------------------------- no closing of the sale of the Notes occurs by the Issuance Date through no fault of the Issuer or IOS Capital or because any of the conditions set forth in Sections 6(d), 6(e), 6(g), 6(h) and 6(i) have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse Section 10 or because any conditions precedent in Section 6 (iother than Section 6(a), 6(b), 6(c) Agent and 6(f)) have not been fulfilled, then the liability of the Issuer and IOS Capital to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for all its reasonable and documented out-of-pocket costs and incidental expenses. In addition, whether or not the Notes are issued or sold: (a) The Issuer or IOS Capital shall pay the reasonable fees and expenses associated with the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 7(b), including, without limitation, the following fees and expenses: (including legal i) Rating Agency fees payable with respect to their ratings of the Notes; (ii) fees charged by the firm of independent public accountants referred to in Section 6(f); (iii) filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) fees and expenses of AgentXxxxx Xxxxxxxxxx LLP; (v) Trustee's external counselfees and fees of counsel to the Trustee; (vi) [_______ fee and fees of Agent associated counsel to _______;] (vii) the costs and expenses of printing the Registration Statement, the Final Prospectus and each Preliminary Prospectus; (viii) the costs of printing or reproducing this Agreement, the Blue Sky Survey and any other documents in connection with this Agreement or any the offer, sale and delivery of the other Loan Documents and the transactions contemplated hereby and thereby, including Notes; (Aix) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket all expenses in connection with the qualification of the Notes under state securities laws as provided in section 5(e), including the fees and disbursements of counsel in connection with the Blue Sky Survey; (Ax) the cost of preparing the Notes; (xi) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; and (whether instituted by Agent, any Lender, any Borrower or any xii) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 7; provided, this Agreement or however, that the -------- ------- Issuer and IOS Capital do not hereby waive any right to reimbursement from the Underwriters in the event of any of the other Loan DocumentsUnderwriters' failure to perform in accordance with this Agreement. (b) It is understood and agreed that, (B) any attempt to enforce any rights except as provided in Sections 8 and 9, the Underwriter will pay securities transfer taxes on resale of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan DocumentsNotes by them, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or advertising expenses connected with any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimoffers they may make.

Reimbursement of Expenses. Borrowers agree to At the Closing, the Borrower shall reimburse all of the Collateral Agent’s and the Purchasers’ reasonable and documented out-of-pocket fees and expenses (including, without limitation, fees, charges and disbursements of outside counsel and other out-of-pocket expenses such as consultant fees, travel expenses, background checks and other expenses) incurred in connection with (i) Agent the negotiation and execution and delivery of this Agreement and the Note Documents, (ii) the Purchasers’ due diligence investigation, and (iii) the other transactions contemplated by this Agreement and the Note Documents (including filings or other actions required to perfect the security interests granted under the Collateral Documents); provided that the Borrower shall not be obligated to pay, without its prior written approval (such approval not to be unreasonably withheld or delayed), any out-of-pocket fees, costs and expenses incurred in excess of (x) $10,000 for due diligence expenses, and (y) $215,000 for travel expense and the fees, disbursements and other charges of legal counsel to the Purchasers incurred prior to the Closing in connection with clause (i) above. The Borrower agrees to promptly pay all reasonable and documented out-of-pocket fees, costs and expenses (including legal external attorneys’ fees and expenses of Agent's external counselexpenses) of Agent associated incurred by the Purchasers in connection with any action to enforce this Agreement or the Note Documents or to collect any payments due from the Borrower or any of the other Loan Documents Guarantors. All fees, costs, and expenses for which the transactions contemplated hereby and thereby, including (ABorrower is responsible under this Section 2.2(b) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication shall be deemed part of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimwhen incurred.

Reimbursement of Expenses. Borrowers agree The Borrower agrees (a) to reimburse (i) Agent for pay upon demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lenders (including legal including, without limitation, the reasonable fees and expenses of Agent's external counselcounsel to the Administrative Agent and the Lenders) of Agent associated in connection with (i) the Lenders’ due diligence investigation in connection with, and the preparation, negotiation, execution, delivery of, this Agreement or any of and the other Loan Documents Documents, and the transactions contemplated hereby any amendment, modification or waiver hereof or thereof or consent with respect hereto or thereto and thereby, including (Aii) the negotiation administration, monitoring and preparation review of the Notes (including, without limitation, out-of-pocket expenses for travel, meals, long-distance telephone calls, wire transfers, facsimile transmissions and copying), (b) to pay upon demand all reasonable out-of-pocket costs and expenses of the Lenders (including, without limitation, reasonable attorneys’ fees and expenses) in connection with (x) any refinancing or restructuring of the Notes, whether in the nature of a "work-out," in any insolvency or bankruptcy proceeding or otherwise and whether or not consummated, and (y) the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement or any of the other Loan Documents, whether in any amendment of action, suit or modification of this Agreement proceeding (including any bankruptcy or any of the other Loan Documentsinsolvency proceeding) or otherwise, or any syndication or attempted syndication of the Obligations and (Bc) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for to pay upon demand all reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket costs and expenses of the Administrative Agent and the Lenders and their assignees (including, without limitations, Attorney Costs) in connection with the assignment, transfers or syndication of the Notes and (Ad) to pay and hold the Administrative Agent and the Lenders harmless from and against all liability for any litigationintangibles, contestdocumentary, disputestamp or other similar taxes, suitfees and excises, proceeding if any, including any interest and penalties, and any finder’s or action brokerage fees, commissions and expenses (whether instituted other than any fees, commissions or expenses of finders or brokers engaged by Agentthe Lenders), any Lender, any Borrower or any other Person) relating to that may be payable in connection with the Collateral, Notes contemplated by this Agreement or any of and the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.

Reimbursement of Expenses. Borrowers agree Each Loan Party agrees to reimburse pay promptly (ia) Agent for all reasonable the actual, reasonable, and documented out-of-pocket costs and expenses of Lender for the preparation of the Loan Documents and any consents, amendments, waivers or other modifications thereto; (b) the actual, reasonable, and documented fees, expenses and disbursements of counsel to Lender (in each case including reasonable allocated costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by the Loan Parties; (c) all the actual costs and reasonable expenses of creating, perfecting and recording Liens in favor of Lender, including filing and recording fees, expenses and Transfer Taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to Lender and of counsel providing any opinions that Lender may reasonably request in respect of the Collateral or the Liens created pursuant to the Loan Documents; (d) all the actual costs and reasonable expenses (including legal fees the reasonable fees, expenses and expenses disbursements of Agent's external any appraisers, consultants, advisors and agents employed or retained by Lender and its counsel) in connection with the custody or preservation of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and therebyCollateral; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (Ce) after the occurrence and during the continuance of a Default or an Event of Default, all reasonable costs and expenses, including reasonable attorneys’ fees (including reasonable allocated costs of internal counsel) and reasonable costs of settlement, incurred by Lender in enforcing any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose Obligations of or realize upon in collecting any payments due from any Loan Party hereunder or under the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined other Loan Documents by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct reason of such Person Default or Event of Default (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to the extent such costs and expenses result from a claim brought by Borrowers against Agent any insolvency or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimbankruptcy cases or proceedings.

Reimbursement of Expenses. Borrowers agree The Borrower agrees (a) to reimburse (i) Agent for pay upon demand all reasonable and documented out-of-pocket costs and expenses of the Collateral Agent and the Lenders (including legal including, without limitation, the reasonable fees and expenses of Agent's external counselcounsel to the Collateral Agent and the Lenders) of Agent associated in connection with (i) the Lenders' due diligence investigation in connection with, and the preparation, negotiation, execution, delivery of, this Agreement or any of and the other Loan Documents Documents, and the transactions contemplated hereby any amendment, modification or waiver hereof or thereof or consent with respect hereto or thereto and thereby, including (Aii) the negotiation administration, monitoring and preparation review of the Notes (including, without limitation, out-of-pocket expenses for travel, meals, long-distance telephone calls, wire transfers, facsimile transmissions and copying), (b) to pay upon demand all reasonable out-of-pocket costs and expenses of the Lenders (including, without limitation, reasonable attorneys' fees and expenses) in connection with (x) any refinancing or restructuring of the Notes, whether in the nature of a "work-out," in any insolvency or bankruptcy proceeding or otherwise and whether or not consummated, and (y) the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement or any of the other Loan Documents, whether in any amendment of action, suit or modification of this Agreement proceeding (including any bankruptcy or any of the other Loan Documentsinsolvency proceeding) or otherwise, or any syndication or attempted syndication of the Obligations and (Bc) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for to pay upon demand all reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket costs and expenses of the Collateral Agent and the Lenders and their assignees (including, without limitations, Attorney Costs) in connection with the assignment, transfers or syndication of the Notes and (Ad) to pay and hold the Collateral Agent and the Lenders harmless from and against all liability for any litigationintangibles, contestdocumentary, disputestamp or other similar taxes, suitfees and excises, proceeding if any, including any interest and penalties, and any finder's or action brokerage fees, commissions and expenses (whether instituted other than any fees, commissions or expenses of finders or brokers engaged by Agentthe Lenders), any Lender, any Borrower or any other Person) relating to that may be payable in connection with the Collateral, Notes contemplated by this Agreement or any of and the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.

Reimbursement of Expenses. Borrowers agree Holdings agrees to reimburse (i) Agent each of the Secured Parties for all reasonable and documented out-of-pocket costs and expenses of the Secured Parties (including legal including, without limitation, the reasonable fees and expenses of legal counsel; provided, that the Lenders and the Issuing Lenders (but not the Administrative Agent's external ) shall be limited to one counsel together for the Lenders and the Issuing Lenders as a group so long as any Lender or any Issuing Lender, as the case may be, has not, in good faith (and based on advice of counsel for such Lender or such Issuing Lender, as the case may be), reasonably determined that its interests conflict sufficiently with those of the other Lenders to warrant the employment of separate counsel for such Lender or such Issuing Lender, as the case may be, in which case such Lender or such Issuing Lender shall be paid, or reimbursed for payment of, the fees, charges and disbursements of such separate counsel) in connection with (i) any Default and any enforcement or collection proceeding resulting therefrom, including, without limitation, all manner of participation in or other involvement with (w) performance by the Administrative Agent associated with this Agreement of any obligations of Holdings in respect of the Collateral that Holdings has failed or refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the other Loan Documents Collateral, and for the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any care of the other Loan Documents, any amendment of Collateral and defending or modification of this Agreement or any asserting rights and claims of the other Loan DocumentsAdministrative Agent in respect thereof, by litigation or any syndication otherwise, (y) judicial or attempted syndication of the Obligations regulatory proceedings and (Bz) workout, restructuring or other negotiations or proceedings (whether or not the administration of this Agreement workout, restructuring or any of the other Loan Documents and the transactions transaction contemplated hereby and thereby; thereby is consummated) and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue enforcement of this Agreement or any of the other Loan DocumentsSection 7.03, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent all such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith shall be Secured Obligations entitled to the benefits of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimthe collateral security provided pursuant to Article IV hereof.

Reimbursement of Expenses. Borrowers agree (a) All investment professionals and staff of the Adviser, when and to reimburse the extent engaged in providing investment advisory and management services hereunder, and the base compensation, bonus and benefits, and the routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Adviser and its affiliates and not by the Company. The Company shall bear all other costs and expenses of its operations, administration, and transactions, including, without limitation, those relating to: (ia) Agent for all reasonable initial organization costs and documented operating costs incurred prior to the commencement of the Company’s operations; (b) calculating individual asset values and the Company’s price per share equal to the net asset value (including the cost and expenses of any independent valuation firm); (c) out-of-pocket expenses, including travel expenses, incurred by the Adviser, or members of Muzinich, or payable to third parties in performing due diligence on prospective portfolio companies, and, if necessary, enforcing the Company’s rights; (d) costs of offering or effecting any sale of, or repurchases of, our common stock and other securities, if any (e) costs of research and market data; (f) the Management Fee and any Incentive Fee; (g) certain costs and expenses relating to distributions paid on the Company’s shares; (h) administration fees payable under the Administration Agreement; (i) costs relating to the engagement of the Company’s chief compliance officer; (j) debt service and other costs of borrowings or other financing arrangements; (k) direct costs incurred by the Adviser or its affiliates in providing managerial assistance to portfolio companies; (l) amounts payable to third parties relating to, or associated with, making or holding investments; (m) transfer agent and custodial fees; (n) costs of hedging; (o) commissions and other compensation payable to brokers or dealers; (p) federal, state and local taxes; (q) Independent Director fees and expenses, including certain travel expenses; (r) costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies); (s) costs associated with other reporting and/or compliance obligations under applicable federal and/or state laws, including registration and listing fees, and the compensation of professionals responsible for the preparation of any of the foregoing; (t) the costs of any reports, proxy statements or other notices to the Company’s stockholders (including legal printing and mailing costs); (u) the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; (v) the Company’s fidelity bond; (w) directors and officers/errors and omissions liability insurance, and any other insurance premiums; (x) extraordinary expenses (such as litigation or indemnification payments); (y) direct costs and expenses of administration; (z) fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents audits, accounting, tax advisors and the transactions contemplated hereby outside legal and thereby, including consulting costs; (Aaa) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes; (Abb) any litigationcosts of winding up; (cc) and all other expenses reasonably incurred by the Company in connection with making investments and administering the Company’s business. (b) To the extent that expenses to be borne by the Company, contestare paid by the Adviser, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of Company will reimburse the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender Adviser for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimexpenses.

Reimbursement of Expenses. Borrowers agree to reimburse The Borrower shall: (i) reimburse the Administrative Agent on demand for all reasonable and documented out-of-pocket costs costs, charges and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement incurred by or any on behalf of the Administrative Agent, including, without limitation, the reasonable and documented fees, disbursements and other Loan Documents and the transactions contemplated hereby and thereby, including charges of: (A) one primary counsel and any local or special counsel to the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and Administrative Agent; and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of DefaultDefault that is continuing any insurance, any attempt to inspectenvironmental and social or other consultants (which fees shall include, verifyfor certainty, protectthe costs for environmental and insurance audits and studies required by the Administrative Agent) in connection with its due diligence as well as the negotiation, preservepreparation, restoreexecution, collectdelivery, sellsyndication (including printing and distribution expenses, liquidate whether by electronic means such as SyndTrak, with a third party distributor or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs otherwise, and reasonable out-of-pocket expenses incurred in connection with bank meetings), participation, administration and interpretation of the Finance Documents or the amendment, modification, interpretation, enforcement or waiver hereof or thereof, and the closing documentation ancillary to the extent determined by a court completion of competent jurisdiction by final the transactions contemplated hereby and nonappealable judgment thereby and any amendments and waivers to have resulted from this Agreement and thereto (whether or not consummated or entered into), the gross negligence charges of Syndtrak and any lien search fees and lien registration fees; (ii) reimburse each Finance Party’s agents or willful misconduct officers, on demand, for all reasonable and documented out-of-pocket expenses of such Person agents or officers in connection with any visit of the nature referred to in Section 11.1(h); provided such reimbursement shall be subject to the extent limitations contained in such costs Section and expenses result from a claim brought in no event shall not exceed amounts which would be permitted under Bxxxxxxx’s then-current employee travel expense reimbursement policy; and (iii) reimburse the Administrative Agent and the Lenders, on demand, for all out-of-pocket costs, charges and expense incurred by Borrowers against Agent or on behalf of any Lender for breach of them (including the fees, disbursements and other charges of counsel) in bad faith connection with the enforcement of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimthe Finance Documents.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company's or Advanta's liability to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters' counsel (except that the fees and expenses of Underwriters' counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee's and thereby; Indenture Trustee's fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent the costs and expenses of printing the Prospectus (except the amount to be paid by the Underwriters in Section 10(c) below); (vi) the costs and expenses of counsel to the Underwriters and counsel to the underwriters for the Class A(2005-A4) Notes in an aggregate amount not to exceed $25,000; (vii) the costs of printing or any Lender for reasonable reproducing this Agreement, the Blue Sky Survey, if applicable, and documented legal or accounting expenses or any other reasonable documents in connection with the offer, sale and documented costs or out-of-pocket delivery of the Notes; (viii) all expenses in connection with the qualification of the Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Aix) the cost of preparing the Notes; (x) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; (whether instituted xi) the costs and expenses of listing the Notes on the Luxembourg Stock Exchange (except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (xii) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter's failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsNotes by them, (Bii) any attempt to enforce any rights 28.57% of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of printing the Prospectus and the Prospectus Supplement subject to a claim brought by Borrowers against Agent or maximum amount of $17,142, (iii) any Lender advertising expenses connected with any offers they may make, (iv) the costs and expenses of listing the Notes on the Luxembourg Stock Exchange subject to a maximum amount of $2,500 and (v) 57.14% of the aggregate costs and expenses of counsel to the Underwriters and counsel to the underwriters for breach the Class A(2005-A4) Notes in bad faith excess of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim$25,000.

Reimbursement of Expenses. Borrowers agree In addition to paying Uxxxxxx the fees described in each Fee Letter, the Fund agrees to reimburse Uxxxxxx for its reimbursable expenses reasonably incurred in providing services hereunder (ii.e., expenses incurred by Uxxxxxx in providing the Services, which could not reasonably be considered routine operating expenses), if applicable, including, without limitation, the following: 4.1. Reasonable travel and lodging expenses incurred by officers and employees of Uxxxxxx in connection with attendance at meetings of the Fund’s Board (the “Board”) Agent or any committee thereof and shareholders’ meetings; 4.2. All reasonable freight and other delivery charges incurred by Uxxxxxx in delivering materials on behalf of the Fund; 4.3. All reasonable direct telephone, telephone transmission and telecopy expenses incurred by Uxxxxxx in communication with the Fund, the Fund’s investment adviser(s) or custodian, counsel for all reasonable the Fund, the Fund’s independent accountants, or others as required for Uxxxxxx to perform the Services; Ultimus Master Services Agreement 4.4. The cost of electronic or other methods of storing records and documented out-of-pocket costs and expenses (including legal materials if so requested by the Fund in writing; 4.5. All fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses incurred in connection with any licensing of software, subscriptions to databases, custom programming or systems modifications required to provide any special reports or services if so requested and approved in advance by the Fund in writing; 4.6. Any expenses Ultimus shall incur at the direction of an officer of the Fund thereunto duly authorized other than an employee or other affiliated person of Uxxxxxx who may otherwise be named as an authorized representative of the Fund for certain purposes; 4.7. A reasonable allocation of the costs associated with the preparation of Ultimus’ Service Organization Control 1 Reports (A“SOC 1 Reports”) any litigationprovided such cost allocation is fair, contestequitable, dispute, suit, proceeding or action (whether instituted and supported by Agent, any Lender, any Borrower or any other Person) relating to Ultimus’ current data and consistent with past practice; and 4.8. Any additional expenses reasonably incurred by Uxxxxxx in the Collateral, performance of its duties and obligations under this Agreement or as approved in advance in writing by the Fund. Without limiting the foregoing, Uxxxxxx shall endeavor to use commercially reasonable efforts to notify the Fund and obtain the Fund’s approval before incurring any reimbursable expense, which could reasonably be considered material in light of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of fees being paid for the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimServices.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company's or Advanta's liability to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters' counsel (except that the fees and expenses of Underwriters' counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee's and thereby; Indenture Trustee's fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent the costs and expenses of printing the Prospectus (except the amount to be paid by the Underwriters in Section 10(c) below); (vi) the costs and expenses of counsel to the Underwriters in excess of $20,000; (vii) the costs of printing or any Lender for reasonable reproducing this Agreement, the Blue Sky Survey, if applicable, and documented legal or accounting expenses or any other reasonable documents in connection with the offer, sale and documented costs or out-of-pocket delivery of the Notes; (viii) all expenses in connection with the qualification of the Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Aix) the cost of preparing the Notes; (x) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; (whether instituted xi) the costs and expenses of listing the Notes on the Luxembourg Stock Exchange (except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (xii) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter's failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsNotes by them, (Bii) any attempt to enforce any rights 50 % of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of printing the Prospectus and the Prospectus Supplement subject to a claim brought by Borrowers against Agent or maximum amount of $30,000, (iii) any Lender for breach advertising expenses connected with any offers they may make, (iv) the costs and expenses of listing the Notes on the Luxembourg Stock Exchange subject to a maximum amount of $2,500 and (v) fees and expenses of counsel to the Underwriters in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claiman amount not to exceed $20,000.

Reimbursement of Expenses. Borrowers agree Charter agrees to reimburse (i) Agent for remit to the Surety Provider, promptly upon receipt by Charter of written demand therefor by the Surety Provider, all reasonable out-of-pocket costs, expenses, and documented disbursements, including reasonable attorneys' fees and expenses and other costs and expenses incurred by the Surety Provider in connection with the preparation, execution, delivery, administration, modification, amendment, termination, waiver or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, either of the Surety Bonds, each of the other Transaction Documents to which it is a party, and any other agreement related to the foregoing (including, without limitation, any reasonable out-of-pocket costs in respect of initial and expenses (including legal fees ongoing audit and expenses due diligence of Agent's external counsel) of Agent associated the Surety Provider reasonably incurred in connection with this transaction), and Charter agrees to direct the Administrative Agent to pay over to the Surety Provider any amounts received by it under the Owner Trust Agreement or in respect of any such demand for payment by the Surety Provider. Without prejudice to the foregoing, Charter agrees that in the event that the Surety Provider seeks to enforce any of its rights hereunder against the other Loan Documents and Owner Trust, Charter shall remit to the transactions contemplated hereby and therebySurety Provider, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documentsafter written demand therefor, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for all reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigationcosts, contestexpenses, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documentsand disbursements, including the Account Debtors, or (C) after the occurrence attorneys' fees and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs expenses and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent other such costs and expenses result from a claim brought incurred by Borrowers against Agent or any Lender for breach the Surety Provider in bad faith connection with the enforcement of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court rights. The reimbursement provisions of competent judgment in Borrowers' favor on such claimthis Section 6.04 will survive the termination of this Agreement.

Reimbursement of Expenses. The Borrowers agree shall pay, subject to reimburse the limitation in Section 10.20 hereof (iin the case of each Co-Borrower) (a) Agent for all reasonable legal fees (including, without limitation, allocated costs for in-house legal service incurred during the continuation of an Event of Default) incurred by Agent, the Syndication Agent and documented the Arranger in connection with the preparation, negotiation or execution of this Agreement, the Notes and the other Loan Documents and any amendments, consents or waivers executed in connection therewith, (b) all fees, charges or taxes for the recording or filing of the Security Instruments, (c) all out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel, the Syndication Agent and the Arranger in connection with the legal administration of this Agreement, the Notes and the other Loan Documents, including courier expenses incurred in connection with the Mortgage Collateral, and (d) all amounts expended, advanced or incurred by Agent, the Syndication Agent and the Arranger to satisfy any obligation of Agent associated with any Borrower under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and therebyNotes, including (A) or to enforce the negotiation and preparation rights of Agent, the Syndication Agent, the Arranger or any Lender under this Agreement or any of the other Loan Documents or to collect the Note, or to enforce the rights of Agent, the Syndication Agent, the Arranger or any Lender under this Agreement or any of the other Loan Documents, which amounts shall include all underwriting expenses, collateral liquidation costs, court costs, attorneys’ fees (including, without limitation, for trial, appeal or other proceedings and allocated costs of in-house legal service), fees of auditors and accountants, and investigation expenses reasonably incurred by Agent, the Syndication Agent, the Arranger or any amendment Lender in connection with any such matters, together with interest at the post-maturity rate specified in the Note on each item specified in clause (a) through (d) from thirty (30) days after the date of written demand or modification request for reimbursement until the date of reimbursement. The Borrowers acknowledge that the fees and expenses of the Agent’s, the Syndication Agent’s and the Arranger’s outside counsel that are subject to payment or reimbursement by the Borrowers pursuant to this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and shall be determined on the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigationbasis of such counsels’ generally applicable rates, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to higher than the rates such counsel charges the Agent, the Syndication Agent or any Lender by virtue of this Agreement or any of and the Arranger in other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimunrelated matters.

Reimbursement of Expenses. Borrowers agree to reimburse shall pay (ia) Agent for all reasonable legal fees (including, without limitation, allocated costs for in-house legal service) incurred by Lender in connection with the preparation, negotiation, syndication, execution and documented delivery of this Agreement, the Note and the other Loan Documents and any amendments, consents or waivers executed in connection therewith, (b) all fees, charges or taxes for the recording or filing of the Security Instruments, (c) all reasonable out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counselLender in connection with the administration of this Agreement, the Note and the other Loan Documents, including courier expenses incurred in connection with the Mortgage Collateral, (d) all amounts expended, advanced or incurred by Lender to satisfy any obligation of Agent associated with Borrowers under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan DocumentsNote, or any syndication to protect, preserve, exercise or attempted syndication enforce the rights of the Obligations and (B) the administration of Lender under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and thereby; and (ii) Agent Note, or to protect, preserve, exercise or enforce the rights of Lender or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, under this Agreement or any of the other Loan Documents, (Be) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and all reasonable out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought (including fees and disbursements of attorneys and other experts employed or retained by Borrowers against Agent or any Lender for breach in bad faith of such Person's ) incurred in connection with, arising out of, or in any way related to (i) consulting during a Default with respect to (A) the protection, preservation, exercise or enforcement of any of its rights in, under or related to the Collateral or the Loan Documents or (B) the performance of any of its obligations hereunder if Borrowers have obtained under or related to the Loan Documents, or (ii) protecting, preserving, exercising or enforcing during a final Default any of its rights in, under or related to the Collateral or the Loan Documents, each of (a) through (e) shall include all underwriting expenses, collateral liquidation costs, court costs, attorneys' fees (including, without limitation, for trial, appeal or other proceedings), fees of auditors and nonappealable judgment accountants, and investigation expenses reasonably incurred by Lender in connection with any such matters, together with interest at the post-maturity rate specified in the Note on each item specified in clause (a) through (e) from a court thirty (30) days after the date of competent judgment in Borrowers' favor on such claimwritten demand or request for reimbursement until the date of reimbursement.

Reimbursement of Expenses. Borrowers agree to reimburse Borrower shall pay (i) Agent for all reasonable legal fees (including, without limitation, allocated costs for in-house legal service) incurred by Agent in connection with the preparation, negotiation, syndication, execution and documented delivery of this Agreement, the Notes, the Swing-Line Note and the other Loan Documents and any amendments, consents or waivers executed in connection therewith, (ii) legal fees (including without limitation, allocated costs for in-house legal service), in an amount of $1,000 for each Lender (other than Guaranty Federal) incurred by such Lender in connection with the preparation, negotiation or execution of this Agreement, the Notes and the other Loan Documents, (iii) all fees, charges or taxes for the recording or filing of the Security Instruments, (iv) all out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counselAgent in connection with the administration of this Agreement, the Notes, the Swing-Line Note and the other Loan Documents, including courier expenses incurred in connection with the Mortgage Collateral, (v) all amounts expended, advanced or incurred by Agent to satisfy any obligation of Agent associated with Borrower under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and therebyNotes or the Swing-Line Note, including (A) or to protect, preserve, exercise or enforce the negotiation and preparation rights of this Agreement Agent or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of Lender under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and thereby; and (ii) Note, or to protect, preserve, exercise or enforce the rights of Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, under this Agreement or any of the other Loan Documents, (Bvi) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any each Lender for such costs and all out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from (including fees and disbursements of attorneys and other experts 45 employed or retained by such Person) incurred in connection with, arising out of, or in any way related to (a) consulting during a claim brought Default with respect to (A) the protection, preservation, exercise or enforcement of any of its rights in, under or related to the Collateral or the Loan Documents or (B) the performance of any of its obligations under or related to the Loan Documents, or (b) protecting, preserving, exercising or enforcing during a Default any of its rights in, under or related to the Collateral or the Loan Documents, each of (i) through (v) shall include all underwriting expenses, collateral liquidation costs, court costs, attorneys' fees (including, without limitation, for trial, appeal or other proceedings), fees of auditors and accountants, and investigation expenses reasonably incurred by Borrowers against Agent or any Lender in connection with any such matters, together with interest at the post-maturity rate specified in the Note or the Swing-Line Note on each item specified in clause (i) through (v) from thirty (30) days after the date of written demand or request for breach in bad faith reimbursement until the date of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimreimbursement.

Reimbursement of Expenses. The Borrowers agree to reimburse shall (i) reimburse the Administrative Agent on demand for all reasonable and documented out-of-pocket costs costs, charges and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement incurred by or any on behalf of the Administrative Agent (including, without limitation, the reasonable and documented fees, disbursements and other Loan charges of (I) one primary counsel and any local or special counsel to the Administrative Agent, and (II) any insurance, environmental or other consultants (which fees shall include, for certainty, the costs for environmental and insurance audits and studies required by the Administrative Agent)) in connection with its due diligence as well as the negotiation, preparation, execution, delivery, syndication, participation, administration and interpretation of the Finance Documents or the amendment, modification, interpretation, enforcement or waiver hereof or thereof, and the closing documentation ancillary to the completion of the transactions contemplated hereby and therebythereby and any amendments and waivers hereto and thereto (whether or not consummated or entered into), including (A) the negotiation charges of Intralinks and preparation of this Agreement or any of the other Loan Documentslien search fees and lien registration fees, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent reimburse each Finance Party’s agents or any Lender officers, on demand, for all reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses of such agents or officers in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any visit of the other Loan Documentsnature referred to in Section 11.1(h), and (Biii) any attempt to enforce any rights of reimburse the Administrative Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of and the other Loan DocumentsLenders, including the Account Debtorson demand, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and all out-of-pocket expenses to costs, charges and expense incurred by or on behalf of any of them (including the extent determined by a court fees, disbursements and other charges of competent jurisdiction by final counsel) in connection with the enforcement of the Finance Documents. 51334597.3 Third Amended and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.Restated Credit Agreement - Equinox

Reimbursement of Expenses. Borrowers agree If, at any time or times regardless of whether or not an Event of Default then exists, Agent or any Lender (in respect to reimburse clauses (iiii) Agent for all reasonable and documented (iv) only) incurs legal or accounting expenses or any other costs or out-of-pocket costs and expenses in connection with (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (Ai) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and ; (Bii) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (Aiii) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) in any way relating to the Collateral, this Agreement or any of the other Loan Documents, Documents or Borrower's affairs; (Biv) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender Lenders by virtue of this Agreement or any of the other Loan Documents, including including, without limitation, the Account Debtors, ; or (Cv) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; then all such legal and accounting expenses, other costs and out of pocket expenses of Agent or Lenders shall be charged to Borrower. All amounts chargeable to Borrower under this Section 2.7 shall be Obligations secured by all of the Collateral, shall be payable on demand to Agent or such Lender, as the case may be, and shall bear interest from the date such demand is made until paid in full at the rate applicable to the Base Rate Revolving Credit Portion from time to time. Borrower shall also reimburse Agent for expenses incurred by Agent in its administration of the Collateral to the extent and in the manner provided that Borrowers in Section 6 hereof. The foregoing notwithstanding, Borrower shall not be responsible required to reimburse Agent or any Lender for such any costs and outor expenses incurred in any action where there is entered a final non-of-pocket expenses appealable court order pursuant to which the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any the Lender for breach is not granted its requested relief in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment whole or in Borrowers' favor on such claimpart.

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company's or Advanta's liability to the Underwriters shall be limited to the reimbursement of the Underwriters' expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters' counsel (except that the fees and expenses of Underwriters' counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee's and thereby; Indenture Trustee's fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent the costs and expenses of printing the Prospectus (except the amount to be paid by the Underwriters in Section 10(c) below); (vi) the costs and expenses of counsel to the Underwriters in excess of $20,000; (vii) the costs of printing or any Lender for reasonable reproducing this Agreement, the Blue Sky Survey, if applicable, and documented legal or accounting expenses or any other reasonable documents in connection with the offer, sale and documented costs or out-of-pocket delivery of the Offered Notes; (viii) all expenses in connection with the qualification of the Offered Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Aix) the cost of preparing the Offered Notes; (x) the cost or expenses of any litigation, contest, dispute, suit, proceeding transfer agent or action registrar; (whether instituted xi) the costs and expenses of listing the Offered Notes on the Luxembourg Stock Exchange (except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (xii) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter's failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters will pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Notes by them, (Bii) any attempt to enforce any rights 50 % of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of printing the Prospectus and the Prospectus Supplement subject to a claim brought by Borrowers against Agent or maximum amount of $30,000, (iii) any Lender for breach advertising expenses connected with any offers they may make, (iv) the costs and expenses of listing the Offered Notes on the Luxembourg Stock Exchange subject to a maximum amount of $2,500 and (v) fees and expenses of counsel to the Underwriters in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claiman amount not to exceed $20,000.

Reimbursement of Expenses. Borrowers agree to reimburse If, at any time or times regardless of whether or not an Event of Default then exists, (i) Agent for all Trustee incurs reasonable and documented legal or accounting expenses or any other costs or out-of-pocket costs and expenses in connection with (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A1) the negotiation and preparation of this Agreement or any of the other Loan Documents, Guaranty Documents or any amendment of or modification of this Agreement or any of the other Loan Documents, Guaranty Documents or any syndication or attempted syndication of the Obligations and (B2) the administration of this Agreement or any of the other Loan Guaranty Documents and the transactions contemplated hereby and thereby; and or (ii) Agent Trustee or any Lender for Noteholder incurs reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A1) any litigation, contest, dispute, suit, proceeding or action (whether instituted by AgentTrustee, any LenderNoteholder, any Borrower Grantor or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, Guaranty Documents or any Grantor's affairs; (B2) any attempt to enforce any rights of Agent Trustee or any Lender Noteholder against any Borrower Grantor or any other Person which may be obligated to Agent Trustee or any Lender Noteholder by virtue of this Agreement or any of the other Loan Guaranty Documents, including including, without limitation, the Account Debtors, ; or (C3) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided then all such legal and accounting expenses, other costs and out of pocket expenses of Trustee or any Noteholder, as applicable, shall be charged to the Grantors; provided, that Borrowers no Grantor shall not be responsible to Agent or any Lender for such expenses, costs and out-of-pocket expenses to the extent determined by a court incurred because of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence negligence, bad faith or willful misconduct of Trustee or any Noteholder. All amounts chargeable to any Grantor under this Section 5.5 shall be Obligations secured by all of the Collateral, shall be payable within 15 days following demand to Trustee or such Person or Noteholder, as the case may be, and shall bear interest from the date due and owing until paid in full at the rate set forth in the Indenture. The Grantors shall also reimburse Trustee for expenses incurred by Trustee in its administration of the Collateral to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment the manner provided in Borrowers' favor on such claimthe Indenture.

Reimbursement of Expenses. Borrowers agree to The Loan Parties upon demand shall pay or reimburse (i) the Agent and any Purchaser for all reasonable fees and documented expenses incurred or payable by the Agent, any Purchaser and/or its Affiliates (including, without limitation, documentation and diligence fees and expenses, all search, audit, appraisal, recording, professional and filing fees and expenses and all other out-of-pocket costs charges and expenses (including legal including, without limitation, UCC and judgment and tax lien searches and UCC filings and fees for post-Closing UCC and judgment and tax lien searches and wire transfer fees and audit expenses and reasonable attorneys’ fees and expenses), from time to time (i) in any effort to enforce, protect or collect payment of any Obligation or to enforce any Purchase Document or any related agreement, document or instrument, (ii) in connection with entering into, negotiating, preparing, reviewing and executing the Purchase Documents and/or any related agreements, documents or instruments, (iii) arising in any way out of administration of the Obligations, (iv) in connection with instituting, maintaining, preserving, enforcing and/or foreclosing the Purchase Documents or on the Agent's external counsel’s Liens in any Collateral or securities pledged under the Purchase Documents or in collection of the Notes or Obligations, whether through judicial proceedings or otherwise, (v) in defending or prosecuting any actions, claims or proceedings arising out of or relating to the Agent associated or any Purchaser’s transactions with this Agreement Loan Parties, (vi) in seeking, obtaining or receiving any advice with respect to its rights and obligations under any Purchase Document and any related agreement, document or instrument, and/or (vii) in connection with any modification, restatement, supplement, amendment, waiver or extension of any Purchase Document and/or any related agreement, document or instrument. All of the foregoing shall be part of the Obligations. If the Agent, any Purchaser or any of its Affiliates uses in-house counsel for any purpose under any Purchase Document for which Loan Parties are responsible to pay or indemnify, Loan Parties expressly agree that their Obligations include reasonable charges for such work commensurate with the other Loan Documents and fees that would otherwise be charged by outside legal counsel selected by the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower such Purchaser or any other Person) relating to such Affiliate in its sole discretion for the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimwork performed.

Reimbursement of Expenses. Borrowers agree The Borrower agrees (a) to reimburse pay upon demand (i) Agent for all reasonable and documented out-out‑of‑pocket costs and expenses of the Agent and the Lenders in connection with (A) the Agent and the Lenders' due diligence investigation in connection with, and the preparation, negotiation, execution, delivery of-pocket , this Agreement and the other Transaction Documents, and any amendment, modification or waiver hereof or thereof or consent with respect hereto or thereto and (B) the administration, monitoring, review and payoff/termination of the Loans, this Agreement and the other Transaction Documents (including, without limitation, reasonable and documented out‑of‑pocket expenses for travel, meals, long‑distance telephone calls, wire transfers, facsimile transmissions and copying), and (ii) the reasonable and documented fees and expenses of one outside counsel to the Agent and the Lenders in connection therewith, and (b) to pay upon demand all reasonable and documented out‑of‑pocket costs and expenses (including legal including, without limitation, reasonable and documented fees and expenses of Agent's external counselattorneys and any restructuring or other advisors) of the Agent associated and of each Lender in connection with (x) any refinancing or restructuring of the Loans related to the Borrower's failure to comply with the terms of the Loan Documents, whether in the nature of a "work‑out," in any insolvency or bankruptcy proceeding or otherwise and whether or not consummated, and (y) the enforcement, attempted enforcement or preservation of any rights or remedies under this Agreement or any of the other Loan Documents Transaction Documents, whether in any action, suit or proceeding (including any bankruptcy or insolvency proceeding) or otherwise, and (c) to pay and hold the Agent and the Lenders harmless from and against all liability for any intangibles, documentary, stamp or other similar taxes, fees and excises, if any, including any interest and penalties, and any finder's or brokerage fees, commissions and expenses (other than any fees, commissions or expenses of finders or brokers engaged by the Agent or any Lender), that may be payable in connection with the Loans contemplated by this Agreement and the transactions contemplated hereby and thereby, including (A) by the negotiation and preparation of this Agreement or any of the other Loan Transaction Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.

Reimbursement of Expenses. Borrowers agree (a) Whether or not any sale of the Securities is consummated, the Company agrees to reimburse pay and bear all costs and expenses incident to the performance of all of its obligations under this Agreement, including (i) Agent the preparation and printing of the Preliminary Memorandum, the Final Memorandum and any amendments or supplements thereto and the cost of furnishing copies thereof to the Initial Purchasers, (ii) the preparation, issuance, printing and distribution of the Securities, the Exchange Notes, the Private Exchange Notes, if any, and any survey of state securities or "blue sky" laws or legal investment memoranda, (iii) the delivery to the Initial Purchasers of the Securities, the Exchange Notes or the Private Exchange Notes, (iv) the fees and disbursements of the Company's counsel and accountants, (v) the qualification of the Securities under the applicable state securities or "blue sky" laws in accordance with the provisions of Section 5(i) hereof and any filing for all review of the offering with the NASD, if required, including filing fees and reasonable fees and documented out-of-pocket costs disbursements of counsel to the Initial Purchasers in connection therewith and expenses in connection with the preparation of any survey of state securities or "blue sky" laws or legal investment memoranda, (including legal vi) any fees charged by rating agencies for rating the Securities, the Exchange Notes and the Private Exchange Notes, if any, (vii) the fees and expenses of Agent's external counselthe Trustee, including the fees and disbursements of counsel for the Trustee, (viii) all expenses (including travel expenses) of Agent associated the Company and the Initial Purchasers in connection with this Agreement any meetings with prospective investors in the Securities and (ix) all expenses and listing fees in connection with the application for designation of the Securities as PORTAL securities and to permit the Securities, the Exchange Notes and the Private Exchange Notes, as applicable, to be eligible to clearance through The Depository Trust Company. (b) If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the other Loan Documents and Initial Purchasers in payment for the transactions contemplated hereby and therebySecurities on the Closing Date, including (A) the negotiation and preparation of this Agreement or any of Company will reimburse the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender Initial Purchasers severally upon demand for all reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any proposed purchase and sale of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimSecurities.

Reimbursement of Expenses. Borrowers agree to reimburse shall pay (ia) Agent for all reasonable legal fees (including, without limitation, allocated costs for in-house legal service) incurred by Lender in connection with the preparation, negotiation, syndication, execution and documented delivery of this Agreement, the Note and the other Loan Documents and any amendments, consents or waivers executed in connection therewith, (b) all fees, charges or taxes for the recording or filing of the Security Instruments, (c) all reasonable out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counselLender in connection with the administration of this Agreement, the Note and the other Loan Documents, including courier expenses incurred in connection with the Mortgage Collateral, (d) all amounts expended, advanced or incurred by Lender to satisfy any obligation of Agent associated with Borrowers under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan DocumentsNote, or any syndication to protect, preserve, exercise or attempted syndication enforce the rights of the Obligations and (B) the administration of Lender under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and thereby; and (ii) Agent Note, or to protect, preserve, exercise or enforce the rights of Lender or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, under this Agreement or any of the other Loan Documents, (e) all reasonable out- of-pocket costs and expenses (including fees and disbursements of attorneys and other experts employed or retained by such Person) incurred in connection with, arising out of, or in any way related to (i) consulting during a Default with respect to (A) the protection, preservation, exercise or enforcement of any of its rights in, under or related to the Collateral or the Loan Documents or (B) any attempt to enforce any rights the performance of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of its obligations under or related to the other Loan Documents, including the Account Debtors, or (Cii) protecting, preserving, exercising or enforcing during a Default any of its rights in, under or related to the Collateral or the Loan Documents, each of (a) through (e) shall include all underwriting expenses, collateral liquidation costs, court costs, attorneys’ fees (including, without limitation, for trial, appeal or other proceedings), fees of auditors and accountants, and investigation expenses reasonably incurred by Lender in connection with any such matters, together with interest at the post-maturity rate specified in the Note on each item specified in clause (a) through (e) from thirty (30) days after the occurrence and during date of written demand or request for reimbursement until the continuance date of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimreimbursement.

Reimbursement of Expenses. The Borrowers agree shall pay to reimburse IDB, or as IDB may direct; 3.20.1 the reasonable and documented fees and expenses of each of the Consultants (iother than the Economic Consultant) Agent in each case incurred in connection with the transactions contemplated herein; 3.20.2 the reasonable and documented fees and expenses of IDB (including the reasonable and documented fees and expenses of IDB’s counsel) in Argentina and the United States incurred in connection with: 3.20.2.1 the preparation for all the Loan, including any due diligence; 3.20.2.2 the preparation, review, negotiation, execution, implementation and, where appropriate, translation, registration and notarization of the Financing Documents and any other documents relating to them; 3.20.2.3 the giving of any legal opinions IDB requires under this Agreement and any other Financing Document; 3.20.2.4 IDB’s administration of the Loan, the preservation or exercise of any of IDB’s rights under any Financing Document or otherwise in connection with any amendment, supplement or modification to, or waiver under, any of the Financing Documents; and 3.20.2.5 the registration (where appropriate) and the delivery of the evidences of indebtedness relating to the Loan and its disbursement. 3.20.3 the reasonable and documented out-of-pocket costs and expenses (including legal travel and subsistence expenses), not exceeding the equivalent of fifteen thousand Dollars ($15,000) in any calendar year, incurred by IDB in relation to its annual Loan supervision review, including the supervision of compliance with Environmental and Social Provisions and Environmental and Social Requirements, payable upon receipt of a statement of those expenses from IDB; 3.20.4 the reasonable and documented fees and expenses of Agent's external counselthe Paying Agent as provided in the Paying Agency Agreement; and 3.20.5 the costs and expenses incurred by IDB in relation to efforts to preserve, enforce or protect its rights under any Financing Document, including with respect to IDB’s rights under this Section 3.20 (Reimbursement of Expenses) of Agent associated with this Agreement or and any corresponding terms in any of the other Loan Documents and the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Financing Documents, or any syndication the exercise of its rights or attempted syndication powers consequent upon or arising out of the Obligations and (B) the administration occurrence of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan DocumentsDefault, including the Account Debtors, or (C) after the occurrence legal and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and outother professional consultants’ fees. Loan Agreement Loan No. 2028A/OC-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claim.AR

Reimbursement of Expenses. Borrowers agree (a) If (x) no closing of the sale of the Offered Notes occurs by the Closing Date through no fault of the Company or Advanta or because the conditions set forth in Section 7 have not been met, or (y) the Underwriters terminate the engagement pursuant to reimburse (i) Agent Section 13 or because any conditions precedent in Section 7 have not been fulfilled, then the Company’s or Advanta’s liability to the Underwriters shall be limited to the reimbursement of the Underwriters’ expenses incurred through the date of termination for all their reasonable and documented out-of-pocket costs and incidental expenses (including legal excluding the fees and expenses of Agent's external counselUnderwriters’ counsel (except that the fees and expenses of Underwriters’ counsel shall be included in such reimbursement if the failure to close was caused by action of or failure to act by the Company or Advanta). (b) of Agent In addition, whether or not the Offered Notes are issued or sold, the Company or Advanta shall pay the reasonable fees and expenses associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby not paid by the Underwriters in accordance with the provisions of Section 10(c) including, without limitation, the following fees and thereby, including expenses: (Ai) the negotiation and preparation of this Agreement or any rating agency fees payable with respect to their ratings of the other Loan Documents, Offered Notes; (ii) any amendment fees charged by the firm of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and independent public accountants referred to in Section 7(n); (Biii) the administration of this Agreement or any of the other Loan Documents and filing fees in connection with the transactions contemplated hereby including, but not limited to, the Commission; (iv) the Owner Trustee’s and thereby; Indenture Trustee’s fees and expenses and reasonable fees and expenses of counsel to the Owner Trustee and Indenture Trustee; (iiv) Agent or any Lender 50% of the costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for reasonable distribution of the Class A(2007-A1) Notes and documented legal or accounting Class B(2007-B1) Notes; (vi) the costs and expenses or any other reasonable of counsel to the Underwriters, counsel to the underwriters for the Class B(2007-B1) Notes and documented costs or outcounsel to the initial purchaser for the Class D(2007-of-pocket D1) Notes in an aggregate amount not to exceed $25,000, including all expenses in connection with the qualification of the Offered Notes under state securities laws, including the fees and disbursements of counsel in connection with the Blue Sky Survey, if applicable; (Avii) the cost of preparing the Offered Notes; (viii) the cost or expenses of any litigationtransfer agent or registrar; (ix) the costs and expenses of listing the Offered Notes on the Luxembourg Stock Exchange, contest, dispute, suit, proceeding or action if applicable (whether instituted except the amount to be paid by Agent, any Lender, any Borrower or any the Underwriters in Section 10(c) below); and (x) all other Person) relating costs and expenses incident to the Collateralperformance of their obligations hereunder which are not otherwise specifically provided for in this Section 10; provided, that neither the Company nor Advanta waives any rights to reimbursement from the Underwriters in the event of any Underwriter’s failure to perform in accordance with this Agreement or Agreement. (c) It is understood and agreed that, except as provided in Sections 8, 10(a) and 11, the Underwriters, the underwriters for the Class B(2007-B1) Notes and the initial purchaser of the Class D(2007-D1) will collectively pay (i) securities transfer taxes on resale of any of the other Loan DocumentsOffered Notes by them, (Bii) any attempt to enforce advertising expenses connected with any rights of Agent or any Lender against any Borrower or any other Person which offers they may be obligated to Agent or any Lender by virtue of this Agreement or any of make, (iii) the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from of listing the Offered Notes on the Luxembourg Stock Exchange subject to a claim brought by Borrowers against Agent or any Lender maximum amount of $2,500, (iv) 100% of the aggregate costs and expenses of counsel to the Underwriters, counsel to the underwriters for breach the Class B(2007-B1) Notes and counsel to the initial purchaser for the Class D(2007-D1) Notes in bad faith excess of such Person's obligations hereunder if Borrowers have obtained a final $25,000 and nonappealable judgment from a court (v) 50% of competent judgment in Borrowers' favor on such claimthe costs and expenses of preparing and filing the Preliminary Prospectus and Prospectus for distribution.

Reimbursement of Expenses. Borrowers agree to reimburse Borrower shall pay (i) Agent for all reasonable legal fees (including, without limitation, allocated costs for in-house legal service) incurred by Agent in connection with the preparation, negotiation, syndication, execution and documented delivery of this Agreement, the Notes, the Swing-Line Note and the other Loan Documents and any amendments, consents or waivers executed in connection therewith, (ii) legal fees (including without limitation, allocated costs for in-house legal service), in an amount of $1,000 for each Lender (other than Bank United) incurred by such Lender in connection with the preparation, negotiation or execution of this Agreement, the Notes and the other Loan Documents, (iii) all fees, charges or taxes for the recording or filing of the Security Instruments, (iv) all out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counselAgent in connection with the administration of this Agreement, the Notes, the Swing-Line Note and the other Loan Documents, including courier expenses incurred in connection with the Mortgage Collateral, (v) all amounts expended, advanced or incurred by Agent to satisfy any obligation of Agent associated with Borrower under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and therebyNotes or the Swing-Line Note, including (A) or to protect, preserve, exercise or enforce the negotiation and preparation rights of this Agreement Agent or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of Lender under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and thereby; and (ii) Note, or to protect, preserve, exercise or enforce the rights of Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, under this Agreement or any of the other Loan Documents, (Bvi) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any each Lender for such costs and all out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from (including fees and disbursements of attorneys and other experts employed or retained by such Person) incurred in connection with, arising out of, or in any way related to (a) consulting during a claim brought Default with respect to (A) the protection, preservation, exercise or enforcement of any of its rights in, under or related to the Collateral or the Loan Documents or (B) the performance of any of its obligations under or related to the Loan Documents, or (b) protecting, preserving, exercising or enforcing during a Default any of its rights in, under or related to the Collateral or the Loan Documents, each of (i) through (v) shall include all underwriting expenses, collateral liquidation costs, court costs, attorneys' fees (including, without limitation, for trial, appeal or other proceedings), fees of auditors and accountants, and investigation expenses reasonably incurred by Borrowers against Agent or any Lender in connection with any such matters, together with interest at the post-maturity rate specified in the Note or the Swing-Line Note on each item specified in clause (i) through (v) from thirty (30) days after the date of written demand or request for breach in bad faith reimbursement until the date of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimreimbursement.

Reimbursement of Expenses. Borrowers agree (a) Whether or not any sale of the Shares is consummated, the Company agrees to reimburse pay and bear all costs and expenses incident to the performance of all of its obligations under this Agreement, including (i) Agent the preparation and printing of the Preliminary Memorandum, the Final Memorandum and any amendments or supplements thereto and the cost of furnishing copies thereof to the Initial Purchasers, (ii) the preparation, issuance, printing and distribution of the Subject Securities and any survey of state securities or "blue sky" laws or legal investment memoranda, (iii) the delivery to the Initial Purchasers of the Shares and the delivery to the holders of the Shares the Common Stock issuable as dividends or upon conversion or redemption of the Shares, (iv) the fees and disbursements of the Company's counsel and accountants, (v) the qualification of the Subject Securities under the applicable state securities or "blue sky" laws in accordance with the provisions of Section 5(h) hereof and any filing for all review of the offering with the NASD, if required, including filing fees and reasonable fees and documented out-of-pocket costs disbursements of counsel to the Initial Purchasers in connection therewith and in connection with the preparation of any survey of state securities or "blue sky" laws or legal investment memoranda, (vi) any fees and expenses relating to maintaining the Deposit Account, (including legal vii) the fees and expenses of the Deposit Agent's external counsel, including the fees and disbursements of counsel for the Deposit Agent, (viii) all expenses (including travel expenses) of Agent associated the Company and the Initial Purchasers in connection with this Agreement any meetings with prospective investors in the Shares and (ix) all expenses and listing fees in connection with the application for designation of the Shares as Portal-eligible securities and to permit the Shares to be eligible to clearance through The Depository Trust Company. (b) If the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the other Loan Documents and Initial Purchasers in payment for the transactions contemplated hereby and thereby, Shares on the Closing Date (including (A) the negotiation and preparation of this Agreement or any deposit of the other Loan Documentsrelated Deposit Amount), any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of Company will reimburse the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender Initial Purchasers severally upon demand for all reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, this Agreement or any proposed purchase and sale of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimShares.

Reimbursement of Expenses. Borrowers agree Whether or not any Loan is ever made or any Letter of Credit is ever issued, the Company agrees to pay or reimburse (i) the Administrative Agent for all paying the reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Liddell, Sapp, Zivley, Hill & XxXxxx, L.L.P., special counsel to the Administrative Agent's external counsel) , together with the reasonable fees and expenses of Agent associated local counsel engaged by the Administrative Agent, in connection with the negotiation of the terms and structure of the Obligations, the preparation, execution and delivery of this Agreement or any of and the other Loan Documents and the transactions contemplated hereby making of the Loans and therebythe issuance of Letters of Credit hereunder, including (A) as well as any modification, supplement or waiver of any of the negotiation terms of this Agreement and preparation the other Loan Documents. The Company will promptly upon request and in any event within 30 days from the date of receipt by the Company of a copy of a xxxx for such amounts, reimburse any Bank or any Agent for all amounts reasonably expended, advanced or incurred by such Bank or such Agent to satisfy any obligation of the Company or any other Relevant Party under this Agreement or any other Loan Document, to protect the properties or business of the other Loan DocumentsParent or any Subsidiary of the Parent, any amendment to collect the Obligations, or to enforce the rights of such Bank or modification of such Agent under this Agreement or any of the other Loan DocumentsDocument, which amounts will include without limitation all court costs, attorneys' fees (but not including allocated costs of in-house counsel), any engineering fees and expenses, fees of auditors, accountants and appraisers, investigation expenses, all transfer, stamp, documentary or similar taxes, assessments or charges levied by any syndication governmental or attempted syndication revenue authority in respect of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable document referred to therein, all costs, expenses, taxes, assessments and documented costs other charges incurred in connection with any filing, registration, recording or perfection of any Lien contemplated by any of the Loan Documents or any document referred to therein, fees and expenses incurred in connection with such Bank's participation as a member of a creditors' committee in a case commenced under the Bankruptcy Code or other similar law of the United States or any state thereof or of Canada or any province thereof, fees and expenses incurred in connection with lifting the automatic stay prescribed in ss.362 Title 11 of the United States Code or in connection with any similar proceeding under the laws of Canada or any province thereof, and fees and expenses incurred in connection with any action pursuant to ss.1129 Title 11 of the United States Code or in connection with any similar proceeding under the laws of Canada or any province thereof, and all other customary out-of-pocket expenses incurred by such Bank or such Agent in connection with such matters, together with interest after the expiration of the 30-day period stated above in this Section if no Event of Default has occurred and is continuing, or from the date of the request to the Company if an Event of Default has occurred and is continuing, at either (Ai) any litigation, contest, dispute, suit, proceeding the Post-Default Rate on each such amount until the date of reimbursement to such Bank or action (whether instituted by such Agent, any Lenderor (ii) if no Event of Default will have occurred and be continuing, any Borrower or any other Personthe Alternate Base Rate plus the highest Applicable Margin for Alternate Base Rate Loans (not to exceed the Highest Lawful Rate) relating to on each such amount until the Collateral, this Agreement or any date of the other Loan DocumentsCompany's receipt of written demand or request by such Bank or such Agent for the reimbursement of same, (B) and thereafter at the applicable Post-Default Rate until the date of reimbursement to such Bank or such Agent. The obligations of the Company under this Section are compensatory in nature, shall be deemed liquidated as to amount upon receipt by the Company of a copy of any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue invoice therefor, and will survive the non-assumption of this Agreement in a case commenced under the Bankruptcy Code or other similar law of the United States or any state thereof or of Canada or any province thereof, and will remain binding on the Company and any trustee, receiver, or liquidator of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, Company appointed in any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimcase.

Reimbursement of Expenses. Borrowers agree If, at any time or times prior or subsequent to reimburse (i) Agent the date hereof, regardless of whether or not an Event of Default then exists or any of the transactions contemplated hereunder are concluded, Lender employs counsel for all reasonable and documented advice or other representation, or incurs legal expenses or other costs or out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including in connection with: (A) the negotiation and preparation of this Agreement or any of the other Loan DocumentsOther Agreements, any amendment of or modification of this Agreement or any of the other Loan Documents, Other Agreements (except in the event such modification or amendment is required solely to correct any syndication or attempted syndication of the Obligations and (B) the administration of error contained in this Agreement or any of the other Loan Documents and Other Agreements, which such error existed on the transactions contemplated hereby and therebyClosing Date); and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (AB) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) in any way relating to the Collateral, this Agreement or any of the other Loan Documents, Other Agreements or any Borrower's affairs; (BC) any attempt to enforce any rights of Agent Lender or any Participating Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan DocumentsOther Agreements, including including, without limitation, the Account Debtors, ; or (CD) after the occurrence and during the continuance of an Event of Default, any attempt to inspectinspect (subject to the limitations set forth in Section 3.1(F) hereof), verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or then, in any Lender for such costs event, the reasonable attorneys' fees arising from such services and all reasonable out-of-pocket expenses, costs and charges of Lender relating to any of the events or actions described in this Section shall be payable, on demand, by Borrowers to Lender and shall be additional Obligations hereunder secured by the Collateral. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include reasonable accountants' fees, costs and expenses; court costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; secretarial over-time charges; and reasonable expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services. Additionally, if any taxes (excluding (i) taxes imposed upon or measured by the net income of Lender or otherwise in the nature of a net income tax, including, without limitation, any franchise tax or any similar tax based on capital, net worth or comparable basis for measurement and (ii) taxes collected by a withholding on payments and which neither are computed by reference to the net income of the Payee nor are in the nature of an advance collection of a tax based on or measured by the net income of the payee) shall be payable on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Agreements, or the creation of any of the Obligations hereunder, by reason of any existing federal or state statute, Borrowers will pay all such taxes, including, but not limited to, any interest and penalties thereon, and will indemnify and hold Lender harmless from and against liability in connection therewith. Notwithstanding the foregoing, Borrowers shall not be obligated to pay or reimburse Lender to the extent determined any amount otherwise payable by a court of competent jurisdiction by final and nonappealable judgment to have Borrowers resulted from the gross negligence or willful misconduct of such Person Lender or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimBank.

Reimbursement of Expenses. Borrowers agree If, at any time or times prior or subsequent to reimburse (i) Agent the date hereof, regardless of whether or not an Event of Default then exists or any of the transactions contemplated hereunder are concluded, Lender employs counsel for all reasonable and documented advice or other representation, or incurs legal expenses or other costs or out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby, including in connection with: (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, Documents or any amendment of or modification of this Agreement or any of the other Loan Documents, or any syndication or attempted syndication of the Obligations and ; (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; (C) periodic audits and appraisals performed by Lender; (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (AD) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) in any way relating to the Collateral, this Agreement or any of the other Loan Documents, Documents or Borrower's affairs; (BE) any attempt to enforce any rights or remedies of Agent Lender or any Participating Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including including, without limitation, the Account Debtors, ; or (CF) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided then, in any such event, the attorneys' fees arising from such services and all expenses, costs, charges and other fees of such counsel or of Lender or relating to any of the events or actions described in this Section are to be payable, on demand, by Borrower to Lender or to such Participating Lender, as the case may be and are to be additional obligations hereunder secured by the Collateral. Without limiting the generality of the foregoing, such expenses, costs, charges and fees may include accountants' fees, costs and expenses; costs and expenses incurred by Lender's loan administration staff, audit staff and appraisal staff; court reporter fees, costs and expenses; photocopying and duplicating expenses; court reporter fees, costs and expenses; long distance telephone charges; air express charges; telegram charges; secretarial over-time charges; and expenses for travel, lodging and food paid or incurred in connection with the performance of such legal services. Borrower acknowledges and agrees that Borrowers legal counsel to Lender does not represent Borrower as Borrower's attorney, that Borrower has retained counsel of its own choice and has not and will not rely upon any advice from Lender's counsel and that Borrower's reimbursement of expenses pursuant to this Agreement (even if effected by payment directly by Borrower to Lender's counsel) shall not be responsible deemed to Agent or any Lender for such costs establish an attorney-client relationship between Borrower and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such PersonLender's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimcounsel.

Reimbursement of Expenses. Borrowers agree (a) The Borrower shall pay all reasonable legal fees, title insurance premiums, brokerage fees, appraisal fees, inspection fees, travel and other expenses incurred by the Bank in connection with the preparation, execution and filing of the Loan Documents (including any amendments); provided however, the attorneys fees incurred by the Bank in negotiating and closing the Loan, the fees related to reimburse the filing of the mortgage and financing statements and the cost of a policy of title insurance to be obtained by Bank (mortgagee's policy) with respect to the Property shall not exceed the sum of $110,000. The foregoing limit on closing costs does not apply to: (i) Agent lien searches or any other third party costs incurred by the Bank in connection with the Loan; (ii) any legal fees incurred by the Bank in connection with the Loan after the Closing Date; (iii) any legal fees resulting from opinions of the Borrower's legal counsel which are required by the Bank in connection with the closing of the Loan; (iv) any fees and costs referred to above in other sections of this Agreement; or (v) any legal fees incurred by the Bank in connection with unreasonable or inordinate negotiations by the Borrower and/or its legal counsel in connection with the Loan Documents. (b) Following five (5) days notice to the Borrower (unless the Bank reasonably deems such payment must be paid more promptly), the Borrower shall reimburse the Bank for all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counsel) of Agent associated with this Agreement payments expended, advanced or incurred by the Bank to satisfy any obligation of the other Loan Documents and Borrower under this Agreement, or to protect the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement property or any business of the other Borrower or to collect the Obligations, or to enforce the rights of the Bank under the Loan Documents, any amendment which amounts will include all court costs, attorneys' fees, fees of or modification of this Agreement or any of auditors and accountants, and investigation expenses reasonably incurred by the other Loan Documents, or any syndication or attempted syndication of the Obligations and (B) the administration of this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby; and (ii) Agent or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses Bank in connection with (A) any litigationsuch matters, contesttogether with interest at 12% per annum on each such amount from the date that the same is expended, dispute, suit, proceeding advanced or action (whether instituted incurred by Agent, any Lender, any Borrower or any other Person) relating the Bank until the date of reimbursement to the Collateral, this Agreement or any of the other Loan Documents, (B) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought by Borrowers against Agent or any Lender for breach in bad faith of such Person's obligations hereunder if Borrowers have obtained a final and nonappealable judgment from a court of competent judgment in Borrowers' favor on such claimBank.

Reimbursement of Expenses. Borrowers agree to reimburse Borrower shall pay (ia) Agent for all reasonable legal fees incurred by Lender in connection with the preparation, negotiation, syndication, execution and documented delivery of this Agreement, the Note and the other Loan Documents and any amendments, consents or waivers executed in connection therewith, up to a maximum amount of $10,000.00, (b) all fees, charges or taxes for the recording or filing of the Security Instruments, (c) all reasonable out-of-pocket costs and expenses (including legal fees and expenses of Agent's external counselLender in connection with the administration of this Agreement, the Note and the other Loan Documents, including courier expenses incurred in connection with the Mortgage Collateral, (d) all amounts expended, advanced or incurred by Lender to satisfy any obligation of Agent associated with Borrower under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and thereby, including (A) the negotiation and preparation of this Agreement or any of the other Loan Documents, any amendment of or modification of this Agreement or any of the other Loan DocumentsNote, or any syndication to protect, preserve, exercise or attempted syndication enforce the rights of the Obligations and (B) the administration of Lender under this Agreement or any of the other Loan Documents and or to collect the transactions contemplated hereby and thereby; and (ii) Agent Note, or to protect, preserve, exercise or enforce the rights of Lender or any Lender for reasonable and documented legal or accounting expenses or any other reasonable and documented costs or out-of-pocket expenses in connection with (A) any litigation, contest, dispute, suit, proceeding or action (whether instituted by Agent, any Lender, any Borrower or any other Person) relating to the Collateral, under this Agreement or any of the other Loan Documents, (Be) any attempt to enforce any rights of Agent or any Lender against any Borrower or any other Person which may be obligated to Agent or any Lender by virtue of this Agreement or any of the other Loan Documents, including the Account Debtors, or (C) after the occurrence and during the continuance of an Event of Default, any attempt to inspect, verify, protect, preserve, restore, collect, sell, liquidate or otherwise dispose of or realize upon the Collateral; provided that Borrowers shall not be responsible to Agent or any Lender for such costs and all reasonable out-of-pocket expenses to the extent determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person or to the extent such costs and expenses result from a claim brought (including fees and disbursements of attorneys and other experts employed or retained by Borrowers against Agent or any Lender for breach in bad faith of such Person's ) incurred in connection with, arising out of, or in any way related to (i) consulting during a Default with respect to (A) the protection, preservation, exercise or enforcement of any of its rights in, under or related to the Collateral or the Loan Documents or (B) the performance of any of its obligations hereunder if Borrowers have obtained under or related to the Loan Documents, or (ii) protecting, preserving, exercising or enforcing during a final Default any of its rights in, under or related to the Collateral or the Loan Documents, each of (a) through (e) shall include all underwriting expenses, collateral liquidation costs, court costs, attorneys' fees (including, without limitation, for trial, appeal or other proceedings), fees of auditors and nonappealable judgment accountants, and investigation expenses reasonably incurred by Lender in connection with any such matters, together with interest at the post-maturity rate specified in the Note on each item specified in clause (a) through (e) from a court thirty (30) days after the date of competent judgment in Borrowers' favor on such claimwritten demand or request for reimbursement until the date of reimbursement.