Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Custodian and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hhh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Replacement Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Administrative Agent, the Account BankPurchaser Agents, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article XI hereof, each of the Borrower Seller and the Servicer Originator agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) auditing, which shall be limited to two audits per year prior to the occurrence of Section 5.01 or following an Event of Default or Servicer a Termination Event and all other related fees and expensesEvent), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account BankBackup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Article VIII hereof, the Borrower agrees to pay to the Collateral Agent, Program Agent and each Managing Agent promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each periodic auditing of the Borrower and the Servicer agrees pursuant to pay Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, including, without limitation, any such report performed during 2008; provided, that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on demand the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Program Agent, provided that if an Event of Termination shall have occurred and be continuing or the results of the previous audits were not complete and reasonably acceptable to the Program Agent, then the Borrower shall be responsible for a second audit during such period, and (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Program Agent and the Collateral Custodian incurred each Managing Agent in connection with the pre-closing due diligence, preparation, execution, delivery, administration execution and delivery (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (iiany requested amendments, waivers or consents) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, all pre-closing due diligence expenses and the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of special counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Program Agent and the Collateral Custodian each Managing Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Program Agent and each Managing Agent and the Collateral Custodian related Lenders as to their respective rights and remedies under this Agreement, and the other agreements executed pursuant hereto and (iii) all costs and out-of-pocket expenses (including fees and expenses of outside counsel), incurred by the Program Agent and each Managing Agent in connection with any amendment to any of the Facility Documents after the Closing Date and the enforcement of this Agreement and the other agreements and documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by after the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement occurrence of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithan Event of Termination.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent, the Lenders, the other Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Article X hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Backup Servicer, the Collateral Agent, the Lenders and the Collateral Custodian other Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent, the Lenders and the Collateral Custodian other Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Collateral Administrator Lenders and the Collateral Custodian other Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent, the Lenders or the Collateral Custodian other Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Custodian and their respective Affiliates under Section 9.01 Sections 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Seller agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees reasonable attorneys’ fees, costs and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Liquidity Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Liquidity Agents, the Backup Servicer, the Collateral Agent and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral Agent, the Account BankBackup Servicer, the Collateral Administrator Agent and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentTrustee, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Custodian and their respective Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented reasonable, invoiced out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable invoiced out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7, 1.20 or 3.1, the Seller shall pay to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereofAdministrator, each of the Borrower and the Servicer agrees to pay Purchaser Agent and/or any Purchaser on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with (i) the pre-closing due diligence, preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 this Agreement or following an Event of Default or Servicer Termination Event and all the other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents and agreements to be delivered hereunder or and thereunder (and all reasonable costs and expenses in connection herewithwith any amendment, includingwaiver or modification of any thereof), without limitation(ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the reasonable Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and documented fees(v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), disbursements and other charges of rating agency and accounting costs and feesincluding Attorney Costs for the Administrator, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Purchaser Agents and the Collateral Custodian with respect thereto and with respect Purchasers relating to any of the foregoing or to advising the Administrative AgentAdministrator or any member of any Purchaser Group (including, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective any related Liquidity Provider or any other related Program Support Provider) about its rights and remedies under this Agreement and the any Transaction Document or any other documents to be delivered hereunder document, agreement or in connection herewith, instrument related thereto and all reasonable out-of-pocket costs and expenses, if any expenses (including counsel fees and expenses)) of the Administrator, incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian any Purchaser Agent and any Purchaser in connection with the enforcement or potential enforcement administration of this Agreement the Transaction Documents or any Transaction Document other document, agreement or instrument related thereto. The Administrator and each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing, all of such entities will be represented by a single law firm. The Seller shall, subject to the provisos in clause (e) of each of Sections 1 and 2 of Exhibit IV, reimburse the Administrator, each Purchaser Agent and each Purchaser for the cost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Program Support Agreement on account of any Tax. The Seller shall reimburse each Purchaser on demand for all out of pocket costs and expenses incurred by such Person and the other documents to be delivered hereunder or Purchaser in connection herewithwith the Transaction Documents or the transactions contemplated thereby.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Trustee, the Bank, the Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender AgentsNote Purchaser, the Collateral Custodian, the Collateral Administrator Custodian and their respective its Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the LendersNote Purchaser, the Lender AgentsTrustee, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Backup Servicer or any other successor Servicer (whether in its capacity as Backup Servicer or successor Servicer), the Custodian, the Lenders’ Bank, the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the each Lender Agents, the Collateral Custodian, the Collateral Administrator and their its respective Affiliates under Section 9.01 and Section 9.02 8.01 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable (and documented out-of-pocket reasonably documented) costs and expenses of the Administrative AgentBackup Servicer or such other successor Servicer, the Custodian, the Lenders, the Lender Agents’ Bank, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian each Lender incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 execution or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification delivery of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith that is necessary or requested (and, with respect to such Lender, actually entered into) by any of the Borrower, the Servicer, the Collateral Agent, such Lender or made necessary or desirable as a result of the actions of any regulatory, tax or accounting body affecting such Lender and its Affiliates, or which is related to an Event of Default, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative AgentBackup Servicer or any other successor Servicer, as applicable, the Custodian, the Lenders, the Lender Agents’ Bank, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian each Lender with respect thereto and with respect to advising the Administrative AgentBackup Servicer or any other successor Servicer, the Custodian, the Lenders, the Lender Agents, the Collateral Agent, the Account ’ Bank, the Collateral Administrator Agent and the Collateral Custodian each Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative AgentBackup Servicer or any other successor Servicer, the Custodian, the Lenders, the Lender Agents’ Bank, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent or the Collateral Custodian any Lender in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Section 7 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer Originator agrees to pay on demand demand: (a) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligencepreparation, preparationnegotiation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents Transaction Documents (together with all amendments, restatements, supplements, consents and waivers, if any, from time to be delivered hereunder or in connection herewithtime hereto and thereto), including, without limitation, including (i) the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel Attorney Costs for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian other Purchaser Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Agent and the Collateral Custodian other Purchaser Parties as to their respective rights and remedies under this Agreement and the other documents Transaction Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Administrative Agent and the other Purchaser Parties and the fees and charges of any Rating Agency incurred in connection with the administration and maintenance of this Agreement or advising the Administrative Agent or any other Purchaser Party as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document and (b) all stamp, franchise and other Taxes and fees payable or determined to be delivered hereunder or payable in connection herewithwith the execution, delivery, filing and recording of this Agreement and the other Transaction Documents, and agrees to indemnify each Originator Indemnified Party and their respective Affiliates against any liabilities for, or resulting from any delay in paying (or failure to pay), such Taxes and fees. In addition, the Originator agrees to pay on demand all reasonable out-of-pocket and documented costs and expenses, if any expenses (including counsel fees and expensesreasonable Attorney Costs), incurred by of the Administrative AgentAgent and the other Purchaser Parties, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian incurred in connection with the enforcement of any of their respective rights or potential enforcement remedies under the provisions of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Custodian and their respective Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable fees and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable invoiced out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith. Notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, the Borrower shall only be obligated to reimburse any Lender or Lender Agent pursuant to this Section 11.07(a) to the extent such Lender or Lender Agent is Xxxxx Fargo or an Affiliate thereof.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, and the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hhSection 5.01(bb) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders, the Lender Agents, and the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, and the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, Lenders or the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith. Unless otherwise set forth herein, all costs and expenses shall be payable within 30 days after receipt of written demand therefor.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Facility Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral Custodian, the Collateral Administrator Securities Custodian, the Backup Servicer, any Successor Servicer and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article IX hereof, each of the Borrower and the Servicer agrees to pay on demand pay, in accordance with the Priority of Payments, all reasonable and documented out-of-pocket costs and expenses of the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian any Successor Servicer incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, including the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian any Successor Servicer with respect thereto and with respect to advising the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Collateral Administrator Backup Servicer and the Collateral Custodian any Successor Servicer as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Servicer and any Successor Servicer in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7, 1.19 or 3.1, the Seller shall pay to the rights of indemnification granted to the Collateral AgentAdministrator, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay any Purchaser Agent and/or any Purchaser on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with (i) the pre-closing due diligence, preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (iiamendments or waivers of any provision) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other Transaction Documents along with all related documents to be delivered hereunder or and agreements (including the Confirmation Order and any other court filings in connection herewiththerewith), (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights (on behalf of the Secured Parties) in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, the Purchaser Agents or the Purchasers of the obligations of the Seller, the Transferor, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including Attorney Costs relating to any of the foregoing or to advising the Administrator, any Purchaser Agent, any Purchaser, any Liquidity Provider or any other Program Support Provider about its rights and remedies under any Transaction Document and all reasonable out-of-pocket costs and expenses, if any expenses (including counsel fees and expenses), incurred by Attorney Costs) of the Administrative AgentAdministrator, the Lenders, the Lender Purchaser Agents, the Collateral AgentPurchasers, the Account Bank, the Backup Servicer, the Collateral Administrator any Liquidity Provider or the Collateral Custodian Program Support Provider in connection with the enforcement or potential enforcement of the Transaction Documents and in connection with the administration of the Transaction Documents. Subject to Section 1(e) of Exhibit IV of this Agreement Agreement, the Seller shall reimburse the Administrator, each Purchaser Agent and each Purchaser for the cost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any Liquidity Provider or other Program Support Provider on account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser or any Transaction Document by holder of membership interests of such Person and the other documents to be delivered hereunder or Conduit Purchaser in connection herewithwith the Transaction Documents or the transactions contemplated thereby, including costs related to the auditing of the Conduit Purchaser’s books by certified public accountants, Rating Agency fees and fees and out of pocket expenses of counsel of the Administrator, any Purchaser Agent and any Purchaser, or any membership interest holder, or administrator, of such for advice relating to such Conduit Purchaser’s operation.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Custodian and their respective Affiliates under Section 9.01 2.09, Section 2.10 and Section 9.02 8.01 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7, 1.20 or 3.1, the Seller shall pay to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereofAdministrator, each of the Borrower and the Servicer agrees to pay Purchaser Agent and/or any Purchaser on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with (i) the pre-closing due diligence, preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 this Agreement or following an Event of Default or Servicer Termination Event and all the other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents and agreements to be delivered hereunder or and thereunder (and all reasonable costs and expenses in connection herewithwith any amendment, includingwaiver or modification of any thereof), without limitation(ii) the sale of the Purchased Interest (or any portion thereof) by the Seller, (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the reasonable Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and documented fees(v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), disbursements and other charges of rating agency and accounting costs and feesincluding Attorney Costs for the Administrator, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Purchaser Agents and the Collateral Custodian with respect thereto and with respect Purchasers relating to any of the foregoing or to advising the Administrative AgentAdministrator or any member of any Purchaser Group (including, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective any related Liquidity Provider or any other related Program Support Provider) about its rights and remedies under this Agreement and the any Transaction Document or any other documents to be delivered hereunder document, agreement or in connection herewith, instrument related thereto and all reasonable out-of-pocket costs and expenses, if any expenses (including counsel fees Attorney Costs) of the Administrator, any Purchaser Agent and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian any Purchaser in connection with the enforcement or potential enforcement administration of this Agreement the Transaction Documents or any Transaction Document other document, agreement or instrument related thereto. The Administrator and each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing, all of such entities will be represented by a single law firm. The Seller shall, subject to the provisos in clause (e) of each of Sections 1 and 2 of Exhibit IV, reimburse the Administrator, each Purchaser Agent and each Purchaser for the cost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer; provided, that the Administrator shall discuss the scope and cost of any such audit prior to commencement (it being understood that failure to discuss the scope or cost of any such audit shall not relieve the Seller of its obligation to pay such amounts). The Seller shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Program Support Agreement on account of any Tax. The Seller shall reimburse each Purchaser on demand for all reasonable out of pocket costs and expenses incurred by such Person and the other documents to be delivered hereunder or Purchaser in connection herewithwith the Transaction Documents or the transactions contemplated thereby.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Administrative Agent, the Account BankPurchaser Agents, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article XI hereof, each of the Borrower Sellers, jointly and severally, and the Servicer agrees Originators, jointly and severally, each agree to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) auditing, which shall be limited to two audits per year prior to the occurrence of Section 5.01 or following an Event of Default or Servicer a Termination Event and all other related fees and expensesEvent), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account BankBackup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Administrative Agent, the Account BankPurchaser Agents, the Trustee, the Backup Servicer, the Administrative AgentSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer Seller agrees to pay on demand (or if the Seller does not pay such amounts, the Servicer shall pay on demand) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account BankTrustee, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account BankTrustee, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral AgentTrustee, the Account Bank, the Collateral Administrator Backup Servicer and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account BankTrustee, the Backup Servicer, the Collateral Administrator Servicer or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Liquidity Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian, the Purchasers and its or their Affiliates and officers, directors, employees and agents thereof under Article VIII hereof, the Seller agrees to pay on demand all costs and expenses of the Deal Agent, the Liquidity Agent, the Backup Servicer, the Collateral Custodian and the Purchasers incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Purchasers with respect thereto and with respect to advising the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Collateral Administrator Custodian and the Collateral Custodian Purchasers as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian or the Collateral Custodian Purchasers in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the rights Administrator, each member of indemnification granted to the Collateral Purchaser Group for which PNC acts as the Purchaser Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each member of the Borrower Purchaser Group for which JPM acts as Purchaser Agent and each member of the Servicer agrees to pay Purchaser Group for which Fifth Third acts as Purchaser Agent on demand all reasonable costs and documented outexpenses in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, PNC as Purchaser Agent or any member of the Purchaser Group for which PNC acts as Purchaser Agent, JPM as Purchaser Agent or any member of the Purchaser Group for which JPM acts as Purchaser Agent and Fifth Third as Purchaser Agent or any member of the Purchaser Group for which Fifth Third acts as Purchaser Agent of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-ofBox Accounts (and any related lock-pocket box or post office box), including reasonable fees, costs and expenses of legal counsel for the Administrative Administrator, each member of the Purchaser Group for which PNC acts as the Purchaser Agent, each member of the LendersPurchaser Group for which JPM acts as the Purchaser Agent and each member of the Purchaser Group for which Fifth Third acts as Purchaser Agent relating to any of the foregoing or to advising the Administrator, any member of the Lender Agents, Purchaser Group for which PNC acts as the Collateral Purchaser Agent, any member of the Account BankPurchaser Group for which JPM acts as the Purchaser Agent and any member of the Purchaser Group for which Fifth Third acts as Purchaser Agent or any related Liquidity Provider or any other related Program Support Provider for the foregoing Groups about its rights and remedies under any Transaction Document or any related Funding Agreement and all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Administrator, the Backup ServicerPNC as Purchaser Agent, the Collateral Administrator JPM as Purchaser Agent and the Collateral Custodian incurred Fifth Third as Purchaser Agent in connection with the pre-closing due diligenceenforcement or administration of the Transaction Documents or any Funding Agreement. The Seller and Servicer shall, preparationsubject to the provisos set forth in Section 1(e) and Section 2(e) of Exhibit IV hereto, executionreimburse the Administrator, deliveryeach member of the Purchaser Group for which PNC acts as the Purchaser Agent, administration each member of the Purchaser Group for which JPM acts as the Purchaser Agent and each member of the Purchaser Group for which Fifth Third acts as Purchaser Agent for the cost of such Person’s auditors (including due diligence which may be employees of such Person) auditing the books, records and periodic auditing procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for which PNC acts as Purchaser Agent, each Conduit Purchaser for which JPM acts as Purchaser Agent and inspections each Conduit Purchaser for which Fifth Third acts as Purchaser Agent for any amounts such Conduit Purchaser must pay to any related Liquidity Provider or other related Program Support Provider pursuant to any Funding Agreement on account of any Tax. The Seller shall reimburse each Conduit Purchaser for which PNC acts as Purchaser Agent, each Conduit Purchaser for which JPM acts as Purchaser Agent and each Conduit Purchaser for which Fifth Third acts as Purchaser Agent on demand for all reasonable costs and expenses incurred by such Conduit Purchaser or any shareholder of such Conduit Purchaser in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents or the transactions contemplated thereby, including certain costs related to the auditing of such Conduit Purchaser’s books by certified public accountants, and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the Rating Agencies and reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel of the Administrator, each member of the Purchaser Group for the Administrative which PNC acts as Purchaser Agent, each member of the Lenders, Purchaser Group for which JPM acts as the Lender Agents, Purchaser Agent and each member of the Collateral Purchaser Group for which Fifth Third acts as Purchaser Agent, or any shareholder, or administrator, of such for advice relating to such Conduit Purchaser’s operation. Administrator, each member of the Account Bank, Purchaser Group for which PNC acts as the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Purchaser Agent, and each member of the LendersPurchaser Group for which JPM acts as the Purchaser Agent and each member of the Purchaser Group for which Fifth Third acts as Purchaser Agent agree, the Lender Agentshowever, the Collateral Agent, the Account Bank, the Collateral Administrator that unless a Termination Event has occurred and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to is continuing all of such entities will be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred represented by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewitha single law firm.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Originator agrees to pay (i) with respect to the Borrower, on the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Originator, on demand to the extent not paid by the Borrower on the Payment Date pertaining to the Remittance Period in which such cost is incurred, in each case, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with (x) the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewaladministration, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Section 3.01 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer Seller agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (iiof Pool Receivables) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, any asset purchase agreement or similar agreement relating to the Transaction Documents sale or transfer of interests in Receivable Interests in the Pool Receivables and the other documents and agreements to be delivered hereunder or in connection herewithand thereunder, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of one firm of primary counsel for the Administrative Agent, Agent and the Lenders, the Lender Purchaser Agents, the Collateral AgentPurchasers, the Account BankScotia Capital, the Backup ServicerPNC, the Collateral Administrator BTMU, ST, BMO and the Collateral Custodian BMOTD and their respective Affiliates and agents with respect thereto and with respect to advising the Administrative Agent, Agent and the Lenders, the Lender Purchaser Agents, the Collateral AgentPurchasers, the Account BankScotia Capital, the Collateral Administrator PNC, BTMU, ST, BMO and the Collateral Custodian BMOTD and their respective Affiliates and agents as to their respective rights and remedies under this Agreement Agreement, the fees of the Rating Agencies associated with reviewing the Transaction Documents and providing the other documents to be delivered hereunder or rating confirmations of each Purchaser’s Commercial Paper required in connection herewithwith the execution of this Agreement, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees reasonable and expenses)by applicable law, incurred by regulations or legal process, including a filing with the Administrative AgentSecurities and Exchange Commission through the XXXXX electronic filing system in accordance with United Rentals’ continuous disclosure obligations under the Securities Exchange Act of 1934, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian listing or quotation requirements of any exchange or quotation system on which securities of it or its parent or other Affiliates may be listed or quoted. Officers, directors, employees and agents of Scotia Capital, PNC, BTMU, ST, BMO, TD or any successor Purchaser Agent shall at all times have the right to share information received from United Rentals and its affiliates to appropriate parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithproposed transaction on a confidential basis.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent, the Lenders, the other Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Article X hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Backup Servicer, the Collateral Agent, the Lenders and the Collateral Custodian other Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket out‑of‑pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent, the Lenders and the Collateral Custodian other Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Collateral Administrator Lenders and the Collateral Custodian other Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent, the Lenders or the Collateral Custodian other Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Administrative Agent, the Account BankPurchaser Agents, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article XI hereof, each of the Borrower Seller and the Servicer Originator agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account BankBackup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred all reasonable and documented out-of-out of pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with (x) the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred subject to the limitations in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses6.11), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, includinglimited, without limitationin the case of expenses of counsel, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, to the reasonable and documented fees and out-of-pocket expenses of one outside counsel for the Administrative Agent, Agent and the Lenders, the Lender Agents, and one outside counsel for the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank and the Collateral Custodian and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and reasonably documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Custodian and their respective Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Custodian, the Collateral Administrator Custodian and their respective its Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, including without limitation, limitation the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-of- pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with such Person’s enforcement, and after the enforcement or occurrence of an Event of Default, such Person’s potential enforcement enforcement, of this Agreement or any Agreement, the Transaction Document by such Person Documents and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay pay, on the Payment Date pertaining to the Collection Period in which such cost is incurred (or any prior Collection Period to the extent not previously paid) and in accordance with Section 2.04, on demand all reasonable and reasonable, documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with (x) the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndicationsyndication (subject to the Borrower’s and the Administrative Agent’s mutual agreement in good faith that the relevant syndication costs reasonably benefit and should be for the account of the Borrower), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented feesreasonable, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsCollateral Agent, the Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank, the Backup Servicer, Bank and the Collateral Administrator Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or to the Collateral Custodian in connection with herewith, and (y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith; provided that the Borrower shall be liable hereunder only for the reasonable and documented fees and out-of-pocket costs and expenses of one firm of outside counsel to each of (x) the Administrative Agent and the Lenders, taken as a whole, and (y) the Collateral Agent, the Account Bank and the Collateral Custodian, and, in each case, one counsel per foreign or local jurisdiction; provided further that such counsel fees and expenses for work prior to the Closing Date shall be in an amount agreed to by the Borrower and the Administrative Agent on the Closing Date.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agenthereunder, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to shall pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account Bank, the Backup Portfolio Asset Servicer, the Collateral Administrator Account Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses)administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, including the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket fees and expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account Bank, the Backup Portfolio Asset Servicer, the Collateral Administrator Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the LendersCalculation Agent, the Lender Agents, the Collateral AgentPortfolio Asset Servicer, the Account Bank, the Collateral Administrator Lenders and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, ; provided that the aggregate costs and expenses of the Lenders and the Calculation Agent that are payable under this Section 11.07(a)(i) shall not exceed (a) $250,000 in connection with the closing of the transactions contemplated by this Agreement and the other Transaction Documents and (b) $100,000 per annum thereafter; (ii) all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable and documented out-of-pocket counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account Bank, the Backup Portfolio Asset Servicer, the Collateral Administrator Account Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of its rights, in each case, (a) under this Agreement or any other Transaction Document by such Person and the other documents to be delivered hereunder or (b) in connection herewithherewith or in connection with the Advances made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances; (iii) all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable and documented out-of-pocket counsel fees and expenses), incurred by the Borrower in connection with obtaining an initial investment grade rating of the Borrower by a Nationally Recognized Statistical Ratings Organization at the direction of the Lender, and in connection with the maintenance of such rating.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Section 17.1, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each Borrower or UACC on behalf of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Administrative/Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred Agent in connection with the pre-closing due diligence, preparationpreparation (subject to the Fee Letter), execution, delivery, syndication and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents any Noncommitted Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and UACC further agrees to pay all reasonable costs and expenses of the Administrative/Collateral Agent in connection herewithwith any amendments, waivers or consents executed in connection with this Agreement and any Noncommitted Lender Liquidity Arrangement or other liquidity support facility, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Administrative/Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Administrative/Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian Agent as to their respective its rights and remedies under this Agreement and the any Noncommitted Lender Liquidity Arrangement or other documents to be delivered hereunder or in connection herewithliquidity support facility, and to pay all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by of the Administrative Administrative/Collateral Agent, the Agents, the Lenders, the Lender AgentsInvestors, the Administrative/Collateral AgentAgent and their respective Affiliates, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement against UACC or potential enforcement the Borrower of this Agreement or any of the other Transaction Document by such Person Documents and the other documents and agreements to be delivered hereunder or in connection herewithwith respect hereto.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, any Successor Servicer, the Collateral Agent, the Account BankSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article X hereof, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup a Successor Servicer, the Collateral Administrator Agent and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Successor Servicer, the Collateral Administrator Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender Agentsany Successor Servicer, the Collateral Agent, the Account Bank, the Collateral Administrator Agent and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup a Successor Servicer, the Collateral Administrator Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Liquidity Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article VIII hereof, the Seller agrees to pay on demand all costs and expenses of the Deal Agent, the Liquidity Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (excluding any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Custodian, the Servicer, the Agent’s Bank, the Agent, the LendersLender and the Indemnified Parties, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable (and documented out-of-pocket reasonably documented) costs and expenses of Lyon (in its capacity as the Administrative AgentBackup Servicer or as a successor Servicer), the LendersCustodian, the Servicer, the Agent’s Bank, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Agent incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification enforcement of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith that is necessary or requested by any of the Borrower, the Servicer, the Lender or a rating agency or made necessary or desirable as a result of the actions of any regulatory, tax or accounting body affecting the Lender and its Affiliates, or which is related to an Early Amortization Event or an Event of Default, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Servicer, the Custodian, the Agent’s Bank, the Agent and the Collateral Custodian Lender with respect thereto and with respect to advising the Administrative AgentBackup Servicer, the LendersCustodian, the Lender AgentsServicer, the Collateral Agent, the Account ’s Bank, the Collateral Administrator Agent and the Collateral Custodian Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian, the Servicer, the Agent’s Bank, the Agent or the Collateral Custodian Lender in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.with any Transaction Document. 104

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Liquidity Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Liquidity Agent, the Backup Servicer, the Collateral Agent and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Collateral Administrator Agent and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Liquidity Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article VIII hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Liquidity Agent, the Backup Servicer, the Collateral Custodian and the Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (excluding any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agenthereunder, the Account BankCo‐Borrowers shall, the Backup Servicerjointly and severally, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian Lenders incurred in connection with the pre-closing pre‐closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses)administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents required to be delivered hereunder or thereunder or in connection herewithherewith or therewith, including, without limitation, including the reasonable and documented fees, disbursements and other charges of rating agency agency, reasonable and invoiced accounting costs and fees, fees and the reasonable and documented invoiced out‐of‐pocket fees and out-of-pocket expenses of (A) counsel for the Administrative Agent with respect thereto, (B) counsel for the Servicer with respect thereto (C) a single counsel to the Lenders with respect thereto and (D) local counsel for the Administrative Agent, Servicer and the Lenders, as reasonably necessary in any relevant jurisdiction (and solely in the Lender Agentscase of actual or bona fide perceived conflict of interest, the Collateral Agentone additional counsel in each relevant jurisdiction), the Account Bankin each case, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Lenders and the Collateral Custodian Servicer as to their respective rights and remedies under this Agreement Agreement, the Transaction Documents and the other documents required to be delivered hereunder or thereunder or in connection herewith, herewith or therewith and (ii) all reasonable out-of-pocket costs and expenses, if any (including reasonable and invoiced out‐of‐pocket counsel fees and expensesexpenses of each counsel), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Lenders or the Collateral Custodian Servicer in connection with the enforcement or potential enforcement of its respective rights under this Agreement or any other Transaction Document by such Person and the other documents required to be delivered hereunder or thereunder or in connection herewith.herewith or therewith or in connection with the Advances made hereunder, including all such expenses incurred during any workout, restructuring or negotiations in respect thereof (including reasonable and invoiced out‐of‐pocket counsel fees and expenses of each counsel); provided that absent an Event of Default, after the Closing Date the aggregate costs and expenses of Massachusetts Mutual Life Insurance Company (in its capacity as Lender, Servicer or otherwise) and the Lenders that are payable by the Co‐Borrowers under the Transaction Documents shall not exceed $50,000 per year. (b) The Co‐Borrowers shall pay promptly in accordance with Applicable Law any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes payable or determined to be payable to any Governmental Authority that arise from any payment made under, the execution, delivery, performance, enforcement or registration of, from receipt or perfection of a security interest under, filing and recording of this Agreement, or any other Transaction Documents, or otherwise in connection with this Agreement or any other Transaction Document, except any such Taxes or fees that are imposed as the result of any other present or former connection between any Indemnified Party and the jurisdiction imposing such Tax (other than connections arising from such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any loan made pursuant to this Agreement) with respect to an assignment other than an assignment made pursuant to Section 2.15(b) (“Other Taxes”). SECTION 11.08 Recourse Against Certain Parties; Non‐Petition. USActive 58800445.158806140.10 -125- SK 28388 0001 10656366 v3

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup ServicerSecurities Intermediary, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and reasonably documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup ServicerSecurities Intermediary, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankSecurities Intermediary, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup ServicerSecurities Intermediary, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith; provided that, with respect to fees, costs and expenses of counsel, the Borrower shall be liable hereunder only for the reasonable and documented fees and out-of-pocket costs and expenses of one firm of outside counsel (along with local counsel) to each of (i) the Administrative Agent, (ii) the Lenders, (iii) the Collateral Agent, (iv) the Securities Intermediary, (v) the Collateral Administrator and (vi) the Collateral Custodian.

Costs, Expenses and Taxes. (a) a. In addition to the rights of indemnification granted to the Collateral Facility Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral Custodian, the Collateral Administrator Securities Custodian, the Backup Servicer, any Successor Servicer and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article IX hereof, each of the Borrower and the Servicer agrees to pay on demand pay, in accordance with the Priority of Payments, (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian any Successor Servicer incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, including (A) the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian any Successor Servicer with respect thereto and with respect to advising the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Collateral Administrator Backup Servicer and the Collateral Custodian any Successor Servicer as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and (B) all reasonable out-of-pocket costs and expenses payable by any Conduit Lender to any rating agency rating its Commercial Paper Notes in connection with receiving confirmation that the making by such Conduit Lender of Advances hereunder after the Seventh Restatement Effective Date will not result in a reduction or withdrawal of the rating of such Commercial Paper Notes, and (ii) all costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Servicer and any Successor Servicer in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay (i) with respect to the Borrower, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each case, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.. 132

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the The Borrower and the Servicer agrees to pay the Agent and each Issuing Bank on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian incurred such Issuing Bank in connection with the pre-closing due diligencepreparation, preparationnegotiation, approval, execution, delivery, administration filing, recording, administration, modification and amendment of the Loan Documents (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses)including, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreementwithout limitation, the Transaction Documents Fifth Amendment and Restatement Loan Documents) and the other documents to be delivered hereunder or in connection herewithunder the Loan Documents (including, without limitation, the Fifth Amendment and Restatement Loan Documents), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of special and local counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian such Issuing Bank with respect thereto and with respect to advising the Administrative AgentAgent and such Issuing Bank as to its rights and responsibilities under the Loan Documents (including, without limitation, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Fifth Amendment and the Collateral Custodian as to their respective rights and remedies under this Agreement Restatement Loan Documents) and the other documents to be delivered hereunder or in connection herewith, and thereunder. The Borrower further agrees to pay on demand (i) all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses)any, incurred by of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator each Issuing Bank or the Collateral Custodian any Bank in connection with the enforcement (whether through negotiations, legal proceedings or potential enforcement otherwise) of this Agreement or any Transaction Document by such Person the Loan Documents (including, without limitation, the Fifth Amendment and Restatement Loan Documents) and the other documents to be delivered hereunder or under the Loan Documents (including, without limitation, the Fifth Amendment and Restatement Loan Documents), including, without limitation, reasonable counsel fees and expenses in connection herewith.with the enforcement of rights under this Section 9.04(a), and (ii) all costs and expenses in connection with appraisals, valuations, audits and search reports, all insurance and title costs, and all filing and recording fees required hereby or associated with any enforcement of rights or remedies specified in clause (i). 105

Costs, Expenses and Taxes. (a) In addition The Company agrees to pay all costs and expenses incident to the rights performance of indemnification granted its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) its negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the Borrower other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amendment or supplement thereto, any other marketing related materials and any "blue sky" memoranda (which shall include the reasonable disbursements of counsel to pay on demand the Initial Purchaser in respect thereof), (iii) all arrangements relating to the delivery to the Initial Purchaser of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) the fees and expenses of counsel to the Initial Purchaser, (vi) preparation (including printing), issuance and delivery to the Initial Purchaser of the Securities, including transfer agent fees, (vii) the qualification of the Securities under state securities and "blue sky" laws, including filing fees and reasonable fees and documented out-of-pocket costs disbursements of counsel to the Initial Purchaser relating thereto, (viii) its respective expenses and the cost of any private or chartered jets in connection with any meetings with prospective investors in the Securities, (ix) fees and expenses of the Administrative Trustee, Debenture Trustee, Warrant Agent, Unit Agent and transfer agent for the LendersShares including fees and expenses of counsel to the Trustee, the Lender AgentsDebenture Trustee, the Collateral Warrant Agent, Unit Agent and transfer agent for the Account BankShares, the Backup Servicer, the Collateral Administrator (x) all expenses and the Collateral Custodian listing fees incurred in connection with the pre-closing due diligenceapplication for quotation of the Securities on PORTAL, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hhxi) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related any fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of charged by investment rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel agencies for the Administrative Agent, rating of the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.Securities and

Costs, Expenses and Taxes. (a) In addition to Whether or not the rights of indemnification granted to the Collateral Agenttransactions contemplated hereby shall be consummated, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees Freedom Financial each agree to pay on demand demand, without duplication, all reasonable and documented out-of-pocket costs and expenses of the Administrative AgentAdministrator, the Lenders, Custodian and the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligencepreparation, preparationnegotiation, execution, delivery, administration (including due diligence periodic auditing) of this Agreement, the other Transaction Documents and periodic auditing and inspections the other documents to be delivered hereunder or in connection herewith or therewith or incurred in connection with clauses any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith including, without limitation, (hhi) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related the reasonable fees and expenses)reasonable out-of-pocket expenses and disbursements of outside counsel for the Administrator, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, the Custodian and the Lender with respect to advising such parties as to their respective rights and remedies under this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including(ii) the actual costs and reasonable expenses of creating and perfecting liens in favor of Administrator, without limitationfor the benefit of Lender, the reasonable including filing and documented recording fees, disbursements expenses and other charges of rating agency and accounting costs and taxes, stamp or documentary taxes, search fees, the title insurance premiums and reasonable fees, expenses and documented fees and out-of-pocket expenses disbursements of counsel for to the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Lender and of counsel providing any opinions that the Administrator or the Lender may request in respect of the Pledged Assets or the liens created pursuant to the Transaction Documents; (iii) the Administrator’s and Lender’s actual costs and reasonable fees, expenses and disbursements of any of Administrator’s and Lender’s auditors, accountants, consultants or appraisers whether internal or external; (iv) the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Custodian and its counsel) in connection with respect thereto the custody, release or preservation of any of the Pledged Assets; (v) all stamp, sales, excise and other taxes and fees payable or determined to be payable in connection with respect to advising the Administrative Agentexecution, delivery, filing and recording of this Agreement, the Lendersother Transaction Documents, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the any other documents or instruments to be delivered hereunder or in connection herewiththereunder; and (vi) after the occurrence of a Default or an Event of Default, and all reasonable out-of-pocket costs and expenses, if any (including counsel reasonable attorneys’ fees and expenses)costs of settlement, incurred by the Administrative AgentAdministrator, the Lenders, Custodian and the Lender Agents, in enforcing any Obligations of or in collecting any payments due from Borrower or Freedom Financial (whether in its capacity as Servicer or otherwise) hereunder or under the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator other Transaction Documents by reason of such Default or the Collateral Custodian Event of Default (including in connection with the enforcement sale of, collection from, or potential other realization upon any of the Collateral or the enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder Guaranty) or in connection herewithwith any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Backup Servicer ((whether in its capacity as Backup Servicer or successor Servicer), the Custodian, the Agent’s Bank, the Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective its Affiliates under Section 9.01 and Section 9.02 8.01 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable (and documented out-of-pocket reasonably documented) costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian, the Agent’s Bank, the Lender and the Collateral Custodian Agent incurred in connection with the pre-closing due diligence, preparation, execution, delivery, delivery or administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith that is necessary or requested (and, with respect to the Lender or a Rating Agency, actually entered into) by any of the Borrower, the Servicer, the Lender or a Rating Agency or made necessary or desirable as a result of the actions of any regulatory, tax or accounting body affecting the Lender and its Affiliates, or which is related to an Event of Default, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian, the Agent’s Bank, the Agent and the Collateral Custodian Lender with respect thereto and with respect to advising the Administrative AgentBackup Servicer, the LendersCustodian, the Lender Agents, the Collateral Agent, the Account ’s Bank, the Collateral Administrator Agent and the Collateral Custodian Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian, the Agent’s Bank, the Agent or the Collateral Custodian Lender in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition The Company and the Guarantors, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the Collateral Agentnegotiation, the Account Bankpreparation, the Backup Servicerprinting, the Administrative Agentword processing, the Lendersreproduction, the Lender Agents, the Collateral Custodian, the Collateral Administrator execution and their respective Affiliates under Section 9.01 and Section 9.02 hereofdelivery of this Agreement, each of the Borrower and the Servicer agrees Basic Documents, any amendment or supplement to pay on demand all reasonable and documented out-of-pocket costs and expenses or modification of any of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator foregoing and the Collateral Custodian incurred any and all other documents furnished pursuant hereto or thereto or in connection with the pre-closing due diligenceherewith or therewith, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) any costs of Section 5.01 printing the Preliminary Memorandum and the Final Memorandum and any amendment or following an Event supplement thereto, any other marketing related materials, (iii) all arrangements relating to the delivery to the Initial Purchaser of Default or Servicer Termination Event and all other related copies of the foregoing documents, (iv) the fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreementdisbursements of the counsel, the Transaction Documents accountants and any other experts or advisors retained by the Company and the other documents to be delivered hereunder or in connection herewithGuarantors, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and (v) all reasonable out-of-pocket expenses (including word processing charges, messenger and duplicating services, research document expenses, travel expenses and other customary expenditures) of the Initial Purchaser, plus the reasonable fees and expenses of its legal counsel, (vi) preparation (including printing), issuance and delivery to the Initial Purchaser of the Notes, (vii) the qualification of the Notes under state securities and "Blue Sky" laws, including filing fees, word processing and reproduction costs of any "Blue Sky" memoranda and reasonable fees and disbursements of counsel to the Initial Purchaser relating thereto, (viii) expenses in connection with any meetings with prospective investors in the Notes, (ix) fees and expenses of the trustee, including fees and expenses of counsel to the Trustee, (x) all expenses and listing fees incurred in connection with the application for quotation of the Notes on PORTAL, (xi) any fees charged by investment rating agencies for the rating of the Notes, and (xii) except as limited by Article VII, all costs and expensesexpenses (including, if any (including counsel without limitation, reasonable attorneys' fees and expenses), incurred by the Administrative Agentif any, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement Agreement, the Notes or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Company and the Guarantors shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, any Basic Document or the issuance of the Notes, and shall save and hold the Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes.

Costs, Expenses and Taxes. Borrower shall pay on demand -------------------------- the reasonable costs and expenses of GE Capital, individually and in its capacity as Agent, and its Affiliates and agents, in connection with (a) In addition the negotiation, preparation, execution and delivery of the Loan Documents; (b) the ongoing administration (including, without limitation, consultation with attorneys in connection therewith and with respect to the Agent's rights and responsibilities under this Agreement and the other Loan Documents and the Agent's periodic audits of indemnification granted Borrower), amendment, waiver, refinancing, restructuring, reorganization (including the Chapter 11 Case or any other bankruptcy reorganization) and enforcement or attempted enforcement of any Loan Documents; (c) any assignment or sale of a participation by GE Capital permitted by Section 11.8 and (d) any matter related to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each any of the Borrower foregoing, including ------------ filing fees, recording fees, search fees, reasonable travel expenses, and the Servicer agrees to pay on demand all reasonable and documented other out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of any legal counsel for and of any other professionals retained by GE Capital in any capacity (including, without limitation, King & Spalding, special counsel to the Administrative Agent and GE Capital, any other counsel retained by GE Capital in any capacity, auditors, accountants, appraisers, insurance and environmental advisors, records research firms, management consultants, and other consultants and agents), including any reasonable costs, expenses or fees incurred or suffered by GE Capital in any capacity, in connection with or during the course of the Chapter 11 Case or any other bankruptcy or insolvency proceedings of Borrower. Without limitation of the foregoing, Borrower will pay to the Agent a fee of $500 per day per auditor in connection with the Agent's field examinations of Borrower and will reimburse the Agent's expenses incurred in connection with the matters contemplated by Section 5.13(b). Borrower shall pay on demand the reasonable --------------- costs and expenses of each of the Lenders in connection with the refinancing, restructuring, reorganization (including the Chapter 11 Case or any other bankruptcy reorganization) and enforcement or attempted enforcement of any Loan Documents and any matter related thereto, including reasonable travel expenses and other out-of-pocket expenses and the reasonable fees and other out-of-pocket expenses of any legal counsel retained by any of the Lenders, including any reasonable costs, expenses or fees incurred or suffered by any of the Lender AgentsLenders in connection with or during the course of the Chapter 11 Case or any other bankruptcy or insolvency proceedings of Borrower. Borrower shall pay any and all documentary tax, stamp tax, intangibles tax, intangible recording tax, ad valorem tax, value added tax, excise tax and any other similar taxes or levies and all costs, expenses, fees and charges payable or determined to be payable in connection with the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the filing or recording of any Loan Document or any other documents instrument or writing to be delivered hereunder or in connection herewiththereunder, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the enforcement Agent and each Lender from and against any and all loss, liability or potential enforcement legal or other expense with respect to or resulting from any delay in paying or failure to pay any tax, cost, expense, fee or charge that any of this Agreement them may suffer or incur by reason of the failure of Borrower to perform any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithof its Obligations.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay (i) with respect to the Borrower, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each case, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Custodian, the Collateral Administrator Custodian and their respective its Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, including without limitation, limitation the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-of- pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with such Person'sPerson’s enforcement, and after the enforcement or occurrence of an Event of Default, such Person'sPerson’s potential enforcement enforcement, of this Agreement or any Agreement, the Transaction Document by such Person Documents and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. In addition to its obligations under Article VII, each Originator, jointly and severally, agrees to pay promptly (a) In addition to the rights all of indemnification granted to the Collateral AgentBorrower’s, the Account Bank, the Backup Servicer, the each Credit Party’s and Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator ’s actual and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of preparation of the Transaction Documents and any consents, amendments, waivers or other modifications thereto; (b) all actual and reasonable out-of-pocket fees, expenses and disbursements of counsel to Borrower, each Credit Party and Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred Agent in connection with the pre-closing due diligencenegotiation, preparation, execution, delivery, execution and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the any consents, amendments, waivers or other modifications thereto and any other documents to be delivered hereunder or in connection herewith, including, without limitation, matters requested by any DSG Party; (c) all the reasonable and documented fees, disbursements and other charges of rating agency and accounting actual costs and fees, the reasonable and documented fees and out-of-pocket expenses of creating and perfecting security interests in favor of Administrative Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel for to Borrower, each Credit Party and Administrative Agent; (d) all of Borrower, each Credit Party’s and Administrative Agent’s actual out-of-pocket costs and reasonable fees, expenses for, and disbursements of any of Borrower’s, such Credit Party’s or Administrative Agent’s auditors, accountants, consultants or appraisers whether internal or external, and all reasonable attorneys’ fees incurred by Borrower, each Credit Party and the Administrative Agent; (e) all the actual costs and reasonable expenses (including the reasonable fees, the Lendersexpenses and disbursements of any appraisers, the Lender Agentsconsultants, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator advisors and the Collateral Custodian with respect thereto agents employed or retained by Administrative Agent and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or its counsel) in connection herewithwith the custody or preservation of any of the Pool Receivables and Related Assets; (f) after the occurrence of an Unmatured Initial Servicer Default, Initial Servicer Default, an Unmatured Event of Default or an Event of Default, all actual and all reasonable out-of-pocket costs and expenses, if any including reasonable attorneys’ fees (including counsel fees allocated costs of internal counsel) and expenses)costs of settlement, incurred by Borrower, any Credit Party, Administrative Agent and Lenders in collecting any payments due from any DSG Party hereunder or under the Administrative Agentother Transaction Documents by reason of such Unmatured Initial Servicer Default, the LendersInitial Servicer Default, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Unmatured Event of Default or the Collateral Custodian Event of Default (including in connection with the enforcement sale of, collection from, or potential other realization upon any of the Pool Receivables or Related Assets or the enforcement of this Agreement or any the Transaction Document by such Person and the other documents to be delivered hereunder Documents) or in connection herewithwith any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay pay, on the Payment Date pertaining to the Remittance Period in which such cost is incurred (or any prior Remittance Period to the extent not previously paid) and in accordance with Section 2.04, on demand all reasonable and reasonable, documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator the Account Bank and the Collateral Custodian incurred in connection with (x) the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented feesreasonable, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator the Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator the Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsCollateral Agent, the Collateral Administrator the Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Collateral Agent, the Collateral Administrator the Account Bank, the Backup Servicer, Bank and the Collateral Administrator Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or to the Collateral Custodian in connection with herewith, and (y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on the Payment Date pertaining to the Remittance Period in which such cost is incurred (or any prior Remittance Period to the extent not previously paid) and in accordance with Section 2.04, on demand all reasonable reasonable, documented and documented out-of-pocket all costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankCollateral Administrator, the Backup Servicer, the Collateral Administrator Account Bank and the Collateral Custodian incurred in connection with (x) the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented feesreasonable, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankCollateral Administrator, the Backup Servicer, the Collateral Administrator Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankCollateral Administrator, the Collateral Administrator Account Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agenthereunder, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to shall pay on demand (i) all reasonable and documented out-of-pocket out‐of‐pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account Bank, the Backup Portfolio Asset Servicer, the Collateral Administrator Account Bank and the Collateral Custodian incurred in connection with the pre-closing pre‐closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses)administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, including the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented out‐of‐pocket fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account Bank, the Backup Portfolio Asset Servicer, the Collateral Administrator Account Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the LendersCalculation Agent, the Lender Agents, the Collateral AgentPortfolio Asset Servicer, the Account Bank, the Collateral Administrator Lenders and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, ; provided that the aggregate costs and expenses of the Lenders and the Calculation Agent that are payable under this Section 11.07(a)(i) shall not exceed (a) $250,000 in connection with the closing of the transactions contemplated by this Agreement and the other Transaction Documents and (b) $100,000 per annum thereafter; (ii) all reasonable out-of-pocket and documented out‐of‐pocket costs and expenses, if any (including reasonable and documented out‐of‐pocket counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Calculation Agent, the Account Bank, the Backup Portfolio Asset Servicer, the Collateral Administrator Account Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of its rights, in each case, (a) under this Agreement or any other Transaction Document by such Person and the other documents to be delivered hereunder or (b) in connection herewith.herewith or in connection with the Advances made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances; (iii) all reasonable and documented out‐of‐pocket costs and expenses, if any (including reasonable and documented out‐of‐pocket counsel fees and expenses), incurred by the Borrower in connection with

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Originator agrees to pay (i) with respect to the Borrower, on the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Originator, on demand to the extent not paid by the Borrower on the Payment Date pertaining to the Remittance Period in which such cost is incurred, in each case, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with (x) the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewaladministration, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.. 166

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Trustee, the Eligible Lender Trustee, the Facility Agent, the Account BankLender, the Backup Servicer, Alternate Lender and the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Liquidity Facility Providers and their respective Affiliates under Section 9.01 and Section 9.02 Article VIII hereof, each of and notwithstanding any limitation on recourse set forth herein, the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs costs, fees and expenses of the Administrative Trustee, the Eligible Lender Trustee, the Facility Agent, the LendersLender, the Alternate Lender Agents, or the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Liquidity Facility Providers incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, or any amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Liquidity Agreement or any other Transaction Documents and the other documents to be delivered hereunder or in connection herewithDocument, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Trustee, the Eligible Lender Trustee, the Facility Agent, the LendersLender, the Alternate Lender Agents, or the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Liquidity Facility Providers with respect thereto and with respect to advising the Administrative Trustee, the Eligible Lender Trustee, the Facility Agent, the LendersLender, the Alternate Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian Liquidity Facility Providers as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewiththereunder, and all reasonable out-of-pocket costs costs, fees and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Trustee, the Eligible Lender Trustee, the Facility Agent, the LendersLender, the Alternate Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Liquidity Facility Providers in connection with the enforcement or potential enforcement of this Agreement, the Liquidity Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithTransaction Documents.

Costs, Expenses and Taxes. In addition to its obligations under Article VII whether or not the transactions contemplated hereby shall be consummated, each Originator, jointly and severally, agrees to pay promptly (a) In addition to the rights all of indemnification granted to the Collateral AgentBuyer’s, the Account Bank, the Backup Servicer, the each Credit Party’s and Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator ’s actual and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of preparation of the Transaction Documents and any consents, amendments, waivers or other modifications thereto; (b) all the reasonable fees, expenses and disbursements of counsel to Buyer, each Credit Party and Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred Agent in connection with the pre-closing due diligencenegotiation, preparation, execution, delivery, execution and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the any consents, amendments, waivers or other modifications thereto and any other documents to be delivered hereunder or matters requested by any Exela Party; (c) all the actual costs and reasonable expenses of creating and perfecting security interests in connection herewithfavor of Administrative Agent, includingfor the benefit of Secured Parties, without limitation, the reasonable including filing and documented recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to Buyer, each Credit Party and other charges Administrative Agent and of rating agency counsel providing any opinions that any Credit Party may request in respect of the Receivables and accounting Related Assets or security interests created pursuant to the Transaction Documents; (d) all of Buyer, each Credit Party’s and Administrative Agent’s actual costs and reasonable fees, the expenses for, and disbursements of any of Buyer’s, such Credit Party’s or Administrative Agent’s auditors, accountants, consultants or appraisers whether internal or external, and all reasonable attorneys’ fees (including allocated costs of internal counsel and documented fees expenses and out-of-pocket expenses disbursements of counsel for outside counsel) incurred by Buyer, each Credit Party and the Administrative Agent; (e) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Administrative Agent and its counsel) in connection with the Lenderscustody or preservation of any of the Receivables and Related Assets; (f) all the actual costs and reasonable expenses of the Credit Parties, Administrative Agent and Lenders in connection with the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian attendance at any meetings in connection with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or Transaction Documents; (g) all other actual and reasonable costs and expenses incurred by Buyer, each Credit Party and Administrative Agent in connection herewithwith the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Transaction Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of an Unmatured Initial Servicer Default, Initial Servicer Default, an Unmatured Event of Default or an Event of Default, all reasonable out-of-pocket costs and expenses, if any including reasonable attorneys’ fees (including counsel fees allocated costs of internal counsel) and expenses)costs of settlement, incurred by Buyer, any Credit Party, Administrative Agent and Lenders in collecting any payments due from any Exela Party hereunder or under the Administrative Agentother Transaction Documents by reason of such Unmatured Initial Servicer Default, the LendersInitial Servicer Default, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Unmatured Event of Default or the Collateral Custodian Event of Default (including in connection with the enforcement sale of, collection from, or potential other realization upon any of the Receivables or Related Assets or the enforcement of this Agreement or any the Transaction Document by such Person and the other documents to be delivered hereunder Documents) or in connection herewithwith any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Custodian and their respective Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnification under Article XII, the Account Bank, Borrower agrees (subject to any limitations set forth in the Backup Servicer, the Administrative Agent, Fee Letter) to pay upon demand all reasonable costs and expenses and taxes (excluding Income Taxes and Excluded Taxes) incurred by the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the LendersCollection Account Banks, the Lender Agents, Lockbox Account Banks or the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred US Check Processing Bank (“Other Costs”) in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence periodic auditing, rating agency requirements, modification and periodic auditing and inspections incurred in connection with clauses (hh) and (iiamendment) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses)the Basic Documents, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Lenders, the Agent, the Lenders, the Lender Agents, the Collateral Agent, the US Collection Account Bank, the Backup Servicer, the Collateral Administrator US Lockbox Account Bank and the Collateral Custodian US Check Processing Bank with respect thereto and with respect to advising the Administrative Lenders, the Agent, the Lenders, the Lender Agents, the Collateral Agent, the US Collection Account Bank, the Collateral Administrator US Lockbox Account Bank and the Collateral Custodian US Check Processing Bank as to their respective its rights and remedies under this Agreement the Basic Documents and the other agreements executed pursuant hereto. The Borrower further agrees to pay within five (5) Business Days after demand all reasonable costs, counsel fees and expenses in connection with the collection of the Obligations or any portion thereof and the enforcement (whether through negotiation, legal proceedings or otherwise) of the Basic Documents and the other agreements and documents to be delivered hereunder and the enforcement of the security interest in and any sale or in connection herewithother disposition of the Collateral or any portion thereof, and all including, without limitation, reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian expenses in connection with the enforcement or potential enforcement of rights under this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithSection 16.03.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Originator agrees to pay (i) with respect to the Borrower, on the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Originator, on demand to the extent not paid by the Borrower on the Payment Date pertaining to the Remittance Period in which such cost is incurred, in each case, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with (x) the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewaladministration, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.. 164

Costs, Expenses and Taxes. In addition to its obligations under Article VII whether or not the transactions contemplated hereby shall be consummated, the Seller, jointly and severally, agrees to pay promptly (a) In addition to the rights all of indemnification granted to the Collateral AgentBuyer’s, the Account Bank, the Backup Servicer, the each Credit Party’s and Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator ’s actual and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of preparation of the Transaction Documents and any consents, amendments, waivers or other modifications thereto; (b) all the reasonable fees, expenses and disbursements of counsel to Buyer, each Credit Party and Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred Agent in connection with the pre-closing due diligencenegotiation, preparation, execution, delivery, execution and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the any consents, amendments, waivers or other modifications thereto and any other documents to be delivered hereunder or matters requested by any Exela Party; (c) all the actual costs and reasonable expenses of creating and perfecting security interests in connection herewithfavor of Administrative Agent, includingfor the benefit of Secured Parties, without limitation, the reasonable including filing and documented recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to Buyer, each Credit Party and other charges Administrative Agent and of rating agency counsel providing any opinions that any Credit Party may request in respect of the Receivables and accounting Related Assets or security interests created pursuant to the Transaction Documents; (d) all of Buyer, each Credit Party’s and Administrative Agent’s actual costs and reasonable fees, the expenses for, and disbursements of any of Buyer’s, such Credit Party’s or Administrative Agent’s auditors, accountants, consultants or appraisers whether internal or external, and all reasonable attorneys’ fees (including allocated costs of internal counsel and documented fees expenses and out-of-pocket expenses disbursements of counsel for outside counsel) incurred by Buyer, each Credit Party and the Administrative Agent; (e) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Administrative Agent and its counsel) in connection with the Lenderscustody or preservation of any of the Receivables and Related Assets; (f) all the actual costs and reasonable expenses of the Credit Parties, Administrative Agent and Lenders in connection with the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian attendance at any meetings in connection with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or Transaction Documents; (g) all other actual and reasonable costs and expenses incurred by Buyer, each Credit Party and Administrative Agent in connection herewithwith the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Transaction Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of an Unmatured Initial Servicer Default, Initial Servicer Default, an Unmatured Event of Default or an Event of Default, all reasonable out-of-pocket costs and expenses, if any including reasonable attorneys’ fees (including counsel fees allocated costs of internal counsel) and expenses)costs of settlement, incurred by Buyer, any Credit Party, Administrative Agent and Lenders in collecting any payments due from any Exela Party hereunder or under the Administrative Agentother Transaction Documents by reason of such Unmatured Initial Servicer Default, the LendersInitial Servicer Default, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Unmatured Event of Default or the Collateral Custodian Event of Default (including in connection with the enforcement sale of, collection from, or potential other realization upon any of the Receivables or Related Assets or the enforcement of this Agreement or any the Transaction Document by such Person and the other documents to be delivered hereunder Documents) or in connection herewithwith any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Section 17.1, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each Borrower or CAR on behalf of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-out of pocket costs and expenses of the Administrative Agent, the LendersCollateral Agent, the Lender AgentsBackup Servicer, the Agents and the Lenders in connection with the preparation (subject to the Fee Letter), execution, delivery and syndication of this Agreement, any Support Facility and the other documents and agreements to be delivered hereunder or with respect hereto, and CAR further agrees to pay all reasonable out of pocket costs and expenses of the Administrative Agent, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agents and the Collateral Custodian incurred Lenders in connection with the pre-closing due diligenceany amendments, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred waivers or consents executed in connection with clauses (hh) this Agreement and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewithSupport Facility, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented actual fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agents and the Collateral Custodian Lenders with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account BankBackup Servicer, the Collateral Administrator Agents and the Collateral Custodian Lenders as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithany Support Facility, and to pay all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expensesexpenses actually incurred), incurred by of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or Agents, the Collateral Custodian Lenders, the Investors, and their respective Affiliates, in connection with the enforcement against CCRT, CAR or potential enforcement the Borrower of this Agreement or any of the other Transaction Document by such Person Documents and the other documents and agreements to be delivered hereunder or with respect hereto, provided that, so long as no Facility Termination Event has occurred and is continuing, after the Effective Date the Borrower and CAR, individually or collectively, shall not be obligated under this Agreement to reimburse (x) the Administrative Agent, the Agents, the Lenders and the Investors for costs and expenses, including without limitation filing fees, periodic audit expenses, rating agency fees, due diligence expenses, accounting expenses, fees and expenses of counsel and disbursements, in connection herewithexcess of $100,000 in the aggregate in any calendar year, (y) the Backup Servicer for costs and expenses, including without limitation filing fees, periodic audit expenses, fees and expenses of counsel and disbursements, in excess of $25,000 in the aggregate in any calendar year and (z) the Collateral Agent for costs and expenses, including without limitation filing fees, periodic audit expenses, fees and expenses of counsel and disbursements, in excess of $25,000 in the aggregate in any calendar year.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Custodian and their respective Affiliates under Section 9.01 Sections 2.09, 2.10 and Section 9.02 8.01 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Liquidity Agent, the LendersPurchasers and its Affiliates under Article VIII hereof, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer Seller agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative AgentPurchasers, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Deal Agent incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Purchasers with respect thereto and with respect to advising the Administrative Deal Agent, the LendersLiquidity Agent, the Lender AgentsBackup Servicer, the Collateral Agent, the Account Bank, the Collateral Administrator Custodian and the Collateral Custodian Purchasers as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian or the Collateral Custodian Purchasers in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Administrative Agent, the Account BankPurchaser Agents, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Secured Parties and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article XI hereof, each of the Borrower Seller and the Servicer Originator agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) auditing, which shall be limited to two audits per year prior to the occurrence of Section 5.01 or following an Event of Default or Servicer a Termination Event and all other related fees and expensesEvent), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), including, without 144 limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account BankBackup Servicer, the Collateral Administrator Custodian and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Purchaser Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Custodian or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithherewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition The Company agrees to pay all costs and expenses incident to the rights performance of indemnification granted its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) its negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the Borrower other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amendment or supplement thereto, (iii) all arrangements relating to pay on demand all the delivery to the Initial Purchaser of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) preparation (including printing), issuance and delivery to the Initial Purchaser of the Securities, including transfer agent fees, (vi) the qualification of the Securities under state securities and "blue sky" laws, including filing fees and reasonable fees and documented out-of-pocket costs disbursements in connection with such counsel's preparation of "blue sky" memoranda, not to exceed $5,000, of counsel to the Initial Purchaser, (vii) its respective expenses and the cost of any private or chartered jets in connection with any meetings with prospective investors in the Securities, (viii) fees and expenses of the Administrative Trustee, the Debenture Trustee (if any), the Unit Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian transfer agent for the Preferred Shares and the Unit Common Shares, including fees and expenses of counsel to each such Person, (ix) all expenses and listing fees incurred in connection with the pre-closing due diligenceapplication for quotation of the Securities on PORTAL, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hhx) any fees charged by investment rating agencies for the rating of the Securities and (iixi) of Section 5.01 or following an Event of Default or Servicer Termination Event except as limited by Article VII, all costs and all other related expenses (including, without limitation, reasonable attorneys' fees and expenses), syndicationif any, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement Agreement, the Securities or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Company shall pay any and all stamp, transfer and other similar taxes (but excluding any income, franchise, personal property, ad valorem or gross receipts taxes) payable or determined to be payable in connection with the execution and delivery of this Agreement, any of the other Basic Documents or the issuance of the Securities, and shall save and hold the Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes (other than if such delay is caused by the Initial Purchaser).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Section 3.01 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer Seller agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (iiof Pool Receivables) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, any asset purchase agreement or similar agreement relating to the Transaction Documents sale or transfer of interests in Receivable Interests in the Pool Receivables and the other documents and agreements to be delivered hereunder or in connection herewithand thereunder, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of one firm of primary counsel for the Administrative Agent, Agent and the Lenders, the Lender Purchaser Agents, the Collateral AgentPurchasers, the Account BankScotia Capital, the Backup ServicerPNC, the Collateral Administrator BTMU and, ST and the Collateral Custodian BMO and their respective Affiliates and agents with respect thereto and with respect to advising the Administrative Agent, Agent and the Lenders, the Lender Purchaser Agents, the Collateral AgentPurchasers, the Account BankScotia Capital, the Collateral Administrator PNC, BTMU and, ST and the Collateral Custodian BMO and their respective Affiliates and agents as to their respective rights and remedies under this Agreement Agreement, the fees of the Rating Agencies associated with reviewing the Transaction Documents and providing the other documents to be delivered hereunder or rating confirmations of each Purchaser’s Commercial Paper required in connection herewithwith the execution of this Agreement, and all reasonable out-of-pocket costs and expenses, if any (including counsel reasonable and documented attorneys’ fees and expensesexpenses of one firm of primary counsel), incurred by of the Administrative Agent, Agent and the Lenders, the Lender Purchaser Agents, the Collateral AgentInvestors, the Account BankBanks and their respective Affiliates and agents, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents and agreements to be delivered hereunder. additional amounts pursuant to Section 7.04(d), it shall pay to the Seller an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Seller under Section 7.04(d) or Section 3.01 hereunder with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Refund Recipient and without interest (other than any interest paid by the relevant governmental authority with respect to such refund). Seller, upon the request of such Refund Recipient, shall repay to such Refund Recipient the amount paid over to the Seller by such Refund Recipient pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant governmental authority) in connection herewiththe event that such Refund Recipient is required to repay such refund to such governmental authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will any Refund Recipient be required to pay any amount to the Seller pursuant to this paragraph (g) the payment of which would place such Refund Recipient in a less favorable net after-Tax position than such Refund Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any Refund Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Seller or any other Person.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder ARTICLE VIII, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to Issuer shall pay on demand (promptly following its receipt of an itemized invoice and reasonable supporting documentation therefor) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred (including due diligence expenses) in connection with the pre-closing due diligence, preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Series 2007-A Note Purchase Agreement, the other Series 2007-A Transaction Documents or any other liquidity support facility and the other documents and agreements to be delivered hereunder hereunder, and any amendments, waivers or consents executed in connection herewithwith this Series 2007-A Note Purchase Agreement, includingthe other Series 2007-A Transaction Documents, without limitationany liquidity asset purchase agreement or any other liquidity support facility, including any fees or expenses payable to any Rating Agency related to the execution of this Series 2007-A Note Purchase Agreement and any amendments, waivers, consents, joinders and assignments executed in connection with this Series 2007-A Note Purchase Agreement, the reasonable fees accrued at customary hourly rates and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel (which shall be invoiced in reasonable detail) for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Purchaser and the Collateral Custodian its Affiliates with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Purchaser and the Collateral Custodian its respective Affiliates as to their respective rights and remedies under this Agreement and Series 2007-A Note Purchase Agreement, the other documents to be delivered hereunder Series 2007-A Transaction Documents and any liquidity asset purchase agreement or in connection herewithany other liquidity support facility, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by of the Administrative AgentPurchaser and its respective Affiliates, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement Series 2007-A Note Purchase Agreement, the other Series 2007-A Transaction Documents and the liquidity asset purchase agreement or any Transaction Document by such Person other liquidity support facility and the other documents and agreements to be delivered hereunder or hereunder. The foregoing shall be subject to any limitations on the payments of legal fees and expenses set forth in connection herewithany Fee Letter.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentBackup Servicer, the Collection Account Bank, the Backup Servicer, the Administrative Agent, the LendersLender, the Lender AgentsTrustee and the other Indemnified Parties under Article VIII hereof, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative AgentBackup Servicer, the Lenders, the Lender Agents, the Collateral Agent, the Collection Account Bank, the Backup ServicerAgent, the Collateral Administrator and Lender, the Collateral Custodian Trustee or such other Indemnified Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and reasonable out-of-pocket expenses of counsel for the Administrative AgentBackup Servicer, the Lenders, the Lender Agents, the Collateral Agent, the Collection Account Bank, the Backup ServicerAgent, the Collateral Administrator and Lender, the Collateral Custodian Trustee or such other Indemnified Parties with respect thereto and with respect to advising the Administrative AgentBackup Servicer, the Lenders, the Lender Agents, the Collateral Agent, the Collection Account Bank, the Collateral Administrator Trustee, the Agent and the Collateral Custodian Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative AgentBackup Servicer, the Lenders, the Lender Agents, the Collateral Agent, the Collection Account Bank, the Backup ServicerAgent, the Collateral Administrator Lender, the Trustee or the Collateral Custodian such other Indemnified Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and and/or the other documents to be delivered hereunder or in connection herewithTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Custodian, the Collateral Administrator Custodian and their respective its Affiliates under Section 9.01 8,01 and Section 9.02 8,02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, including without limitation, limitation the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with such Person's enforcement, and after the enforcement or occurrence of an Event of Default, such Person's potential enforcement enforcement, of this Agreement or any Agreement, the Transaction Document by such Person Documents and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Trustee, the Facility Agent, the Account BankLender, the Backup Servicer, Alternate Lender and the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Liquidity Facility Providers and their respective Affiliates under Section 9.01 and Section 9.02 Article VIII hereof, each of and notwithstanding any limitation on recourse set forth herein, the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs costs, fees and expenses of the Administrative Trustee, the Facility Agent, the LendersLender, the Alternate Lender Agents, or the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Liquidity Facility Providers incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, or any amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Liquidity Agreement or any other Transaction Documents and the other documents to be delivered hereunder or in connection herewithDocument, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Trustee, the Facility Agent, the LendersLender, the Alternate Lender Agents, or the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Liquidity Facility Providers with respect thereto and with respect to advising the Administrative Trustee, the Facility Agent, the LendersLender, the Alternate Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian Liquidity Facility Providers as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewiththereunder, and all reasonable out-of-pocket costs costs, fees and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative AgentTrustee, the LendersFacility Agent the Lender, the Alternate Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Liquidity Facility Providers in connection with the enforcement or potential enforcement of this Agreement, the Liquidity Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Deal Agent, the Managing Agents, the Backup Servicer and any other Successor Servicer, the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator other Secured Parties and its or their respective Affiliates and 140 officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article X hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Deal Agent, each Managing Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or other Successor Servicer, the Collateral Administrator Agent and the Collateral Custodian other Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, each Managing Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or other Successor Servicer, the Collateral Administrator Agent and the Collateral Custodian other Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, each Managing Agent, the Lenders, the Lender AgentsBackup Servicer and any other Successor Servicer, the Collateral Agent, the Account Bank, the Collateral Administrator Agent and the Collateral Custodian other Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable out-of-pocket and documented costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Deal Agent, any Managing Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer or other Successor Servicer, the Collateral Administrator Agent or the Collateral Custodian other Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the The Borrower and the Servicer agrees to pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred Agent in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence administration, modification and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, waiver of any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewithCredit Document, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of one primary counsel for to the Administrative AgentAgent (and in the case of reasonable fees and out-of-pocket expenses of such special counsel in connection with the preparation, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator execution and delivery of this Agreement and the Collateral Custodian with respect thereto other Credit Documents prior to and on the Effective Date, to the extent presented to the Borrower for payment no later than thirty (30) days following the Effective Date), with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Agent and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and (ii) all reasonable out-of-pocket costs and expenses, if any (including including, without limitation, reasonable counsel fees and expenses), incurred by of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Agent and each Bank in connection with the enforcement (whether through negotiations, legal proceedings or potential enforcement otherwise) against the Borrower or the Guarantors of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.Credit Document. (b) THE BORROWER AND EACH GUARANTOR, JOINTLY AND SEVERALLY, AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), THE JOINT LEAD ARRANGERS AND EACH BANK AND EACH OF THEIR RESPECTIVE AFFILIATES AND THEIR AND THEIR AFFILIATES’ RESPECTIVE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS, TRUSTEES, REPRESENTATIVES AND CONTROLLING PERSONS (EACH, AN “INDEMNIFIED PERSON”) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF COUNSEL), FOR WHICH ANY INDEMNIFIED PERSON MAY BECOME LIABLE OR WHICH MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY SUCH INDEMNIFIED PERSON BY THE BORROWER, A GUARANTOR OR ANY OTHER PERSON, IN EACH CASE IN CONNECTION WITH OR ARISING OUT OF OR BY REASON OF (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION, LITIGATION, OR PROCEEDING OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH, WHETHER OR NOT SUCH INDEMNIFIED PERSON IS A PARTY THERETO), (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER, OR IN THE CASE OF THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF) AND ITS RELATED INDEMNIFIED PERSONS, THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (INCLUDING IN RESPECT OF ANY MATTERS ADDRESSED IN SECTION 2.15) OR (II) 81 122723226_17

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Lenders and their respective Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and reasonably documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Lenders and the Collateral Custodian Agent incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndicationsyndication (pursuant to any agreement or other arrangement with any additional lender), renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection 137 herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and reasonably documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Lenders and the Collateral Custodian Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Lenders and the Collateral Custodian Agent as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and reasonably documented out-of-pocket costs and expenses, if any (including reasonable and reasonably documented outside counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, Lenders and the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Agent in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Article IX hereof, and notwithstanding any limitation on recourse set forth herein, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs costs, fees and expenses of the Trustee, the Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Lender Facility Agents, the Collateral Agent, Alternate Lenders or the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Program Support Providers incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, or any amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the any Program Support Agreement or any other Transaction Documents and the other documents to be delivered hereunder or in connection herewithDocument, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Trustee, the Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Lender Facility Agents, the Collateral Agent, Alternate Lenders or the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Program Support Providers with respect thereto and with respect to advising the Trustee, the Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Lender Facility Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Alternate Lenders and the Collateral Custodian Program Support Providers as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewiththereunder, and all reasonable out-of-pocket costs costs, fees and expenses, if any (including reasonable counsel fees and expenses), incurred by the Trustee, the Eligible Lender Trustee, the Administrative Agent, the Conduit Lenders, the Lender Facility Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Alternate Lenders or the Collateral Custodian Program Support Providers in connection with the enforcement or potential enforcement of this Agreement, any Program Support Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewithTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, subject to Section 12.07(c) below, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay (on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred so long as such expense is invoiced to the Borrower at least 10 Business Days prior to the Payment Date), all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with (x) the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of outside counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewithherewith (it being understood that this Section 12.07(a) shall, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by in the case of the Administrative Agent, Agent and the Lenders, only apply with respect to one counsel to the Lender AgentsAdministrative Agent and the Lenders, the Collateral Agentcollectively), the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with and (y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Custodian and their respective Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any -130- Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Liquidity Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Liquidity Agents, the Backup Servicer, the Collateral Agent and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder 95 or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral Agent, the Account BankBackup Servicer, the Collateral Administrator Agent and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Custodian, the Collateral Administrator Custodian and their respective its Affiliates under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, including without limitation, limitation the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender AgentsLender, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with such Person’s enforcement, and after the enforcement or occurrence of an Event of Default, such Person’s potential enforcement enforcement, of this Agreement or any Agreement, the Transaction Document by such Person Documents and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agenthereunder, the Account BankCo‐Borrowers shall, the Backup Servicerjointly and severally, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian Lenders incurred in connection with the pre-closing pre‐closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses)administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents required to be delivered hereunder or thereunder or in connection herewithherewith or therewith, including, without limitation, including the reasonable and documented fees, disbursements and other charges of rating agency agency, reasonable and invoiced accounting costs and fees, fees and the reasonable and documented invoiced out‐of‐pocket fees and out-of-pocket expenses of (A) counsel for the Administrative Agent with respect thereto, (B) counsel for the Servicer with respect thereto (C) a single counsel to the Lenders with respect thereto and (D) local counsel for the Administrative Agent, Servicer and the Lenders, as reasonably necessary in any relevant jurisdiction (and solely in the Lender Agentscase of actual or bona fide perceived conflict of interest, the Collateral Agentone additional counsel in each relevant jurisdiction), the Account Bankin each case, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Lenders and the Collateral Custodian Servicer as to their respective rights and remedies under this Agreement Agreement, the Transaction Documents and the other documents required to be delivered hereunder or thereunder or in connection herewith, herewith or therewith and (ii) all reasonable out-of-pocket costs and expenses, if any (including reasonable and invoiced out‐of‐pocket counsel fees and expensesexpenses of each counsel), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Lenders or the Collateral Custodian Servicer in connection with the enforcement or potential enforcement of its respective rights under this Agreement or any other Transaction Document by such Person and the other documents required to be delivered hereunder or thereunder or in connection herewith.herewith or therewith or in connection with the Advances made hereunder, including all such expenses incurred during any workout, restructuring or negotiations in respect thereof (including reasonable and invoiced out‐of‐pocket counsel fees and expenses of each counsel); provided that absent an Event of Default, after the Closing Date the aggregate costs and

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay (i) with respect to the Borrower, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each case, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.. 126

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral AgentIndemnified Parties under Section 8.01 and Section 8.02 hereof, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay pay, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred (or any prior Remittance Period to the extent not previously paid) and in accordance with Section 2.04, all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian Lenders incurred in connection with (x) the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent and the Lenders with respect thereto and with respect to advising the Administrative Agent and the Lenders as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, including the fees and expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with y) the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition The Issuers and the ------------------------- Guarantor, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the Collateral Agentprinting, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator word processing and their respective Affiliates under Section 9.01 and Section 9.02 hereofreproduction of this Agreement, each of the Borrower Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amendment or supplement thereto, any other marketing related materials, (iii) all arrangements relating to pay on demand all reasonable the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and documented out-of-pocket disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Notes, (vi) the qualification of the Notes under state securities and "Blue Sky" laws, including filing fees, word processing and reproduction costs of any "Blue Sky" memoranda and fees and disbursements of counsel to the Initial Purchasers relating thereto not to exceed $15,000, (vii) expenses of Company personnel and the cost of any privately chartered air travel in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Administrative Agenttrustee, including fees and expenses of counsel to the LendersTrustee, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator (ix) all expenses and the Collateral Custodian listing fees incurred in connection with the pre-closing due diligenceapplication for quotation of the Notes on PORTAL, preparation(x) any fees charged by investment rating agencies for the rating of the Notes, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (iixi) of Section 5.01 or following an Event of Default or Servicer Termination Event except as limited by Article VII, all costs and all other related expenses (including, without limitation, reasonable attorneys' fees and expenses), syndicationif any, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement Agreement, the Notes or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Issuers shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, any Basic Document or the issuance of the Notes, and shall save and hold each Initial Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Facility Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral Custodian, the Collateral Administrator Securities Custodian, the Backup Servicer, any Successor Servicer and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article IX hereof, each of the Borrower and the Servicer agrees to pay on demand pay, in accordance with the Priority of Payments, (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian any Successor Servicer incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, including (A) the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian any Successor Servicer with respect thereto and with respect to advising the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Collateral Administrator Backup Servicer and the Collateral Custodian any Successor Servicer as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and (B) all reasonable out-of-pocket costs and expenses payable by any Conduit Lender to any rating agency rating its Commercial Paper Notes in connection with receiving confirmation that the making by such Conduit Lender of Advances hereunder after the Seventh Restatement Effective Date will not result in a reduction or withdrawal of the rating of such Commercial Paper Notes, and (ii) all costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Servicer and any Successor Servicer in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereofAdministrator, each of the Borrower Purchaser Agent and the Servicer agrees to pay each Purchaser on demand all reasonable costs and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred (excluding Taxes other than Other Taxes) in connection with (i) the pre-closing due diligence, preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hhamendments or waivers of any provision) and of this Agreement or the other Transaction Documents, (ii) the sale of Section 5.01 the Purchased Interest (or following an Event any portion thereof) from the Seller to the Purchasers hereunder, (iii) the perfection (and continuation) of Default or Servicer Termination Event the Administrator's rights in the Receivables, Collections and all other related fees and expenses)Pool Assets, syndication, renewal, amendment or modification of(iv) the enforcement by the Administrator, any waiver Purchaser Agent or consent issued in connection withany member of any Purchaser Group of the obligations of the Seller, this Agreement, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the other documents to be delivered hereunder maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or in connection herewithpost office box), including, without limitation, the including reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of external legal counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and any member of any Purchaser Group relating to any of the Collateral Custodian with respect thereto and with respect foregoing or to advising the Administrative AgentAdministrator, the Lendersany member of any Purchaser Group, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under this Agreement and the any Transaction Document or any other documents to be delivered hereunder document, agreement or in connection herewith, instrument related thereto and all reasonable costs and out-of-pocket costs and expenses, if any expenses (including reasonable external counsel fees and expenses)) of the Administrator, incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian each Purchaser Agent and each Purchaser in connection with the enforcement or potential enforcement administration of this Agreement the Transaction Documents or any Transaction Document other document, agreement or instrument related thereto. Administrator and each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and is continuing all of such entities will be represented by a single law firm. The Seller shall reimburse the Administrator and each Purchaser Agent for the cost of such Person's external auditors auditing the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and out of pocket expenses incurred by such Person and the other documents to be delivered hereunder or Conduit Purchaser in connection herewithwith the Transaction Documents or the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees and out of pocket expenses of external counsel of the Administrator and each member of any Purchaser Group for advice relating to such Conduit Purchaser's operation in connection with the transactions contemplated by the Transaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator Custodian and their respective Affiliates under Section 9.01 2.09, Section 2.10 and Section 9.02 8.01 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.. 135

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Facility Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral Custodian, the Collateral Administrator Securities Custodian, the Backup Servicer, any Successor Servicer and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article IX hereof, each of the Borrower and the Servicer agrees to pay on demand pay, in accordance with the Priority of Payments, all reasonable and documented out-of-pocket costs and expenses of the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian any Successor Servicer incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, including the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian any Successor Servicer with respect thereto and with respect to advising the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Collateral Administrator Backup Servicer and the Collateral Custodian any Successor Servicer as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Servicer and any Successor Servicer in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agentunder Section 17.1, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred Agent in connection with the pre-closing due diligence, preparation, execution, delivery, syndication and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower and the Administrative Agent and the Borrower further agrees to pay all reasonable costs and expenses of the Administrative Agent in connection herewithwith any amendments, includingwaivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, without limitation, including the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Agent with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian Agent as to their respective its rights and remedies under this Agreement and the any Structured Lender Liquidity Arrangement or other documents to be delivered hereunder or in connection herewithliquidity support facility, and to pay all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by of the Administrative Agent, the Agents, the Lenders, the Lender AgentsInvestors and their respective Affiliates, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement against the Borrower of this Agreement or any of the other Transaction Document by such Person Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in connection herewiththe case of reimbursement of counsel for the Agents, the Lender and the Investors other than the Administrative Agent, such reimbursement shall be limited to one counsel for all such Agents, Lender and Investors.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer FE agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of incurred by either the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian incurred any Fronting Banks in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence execution and periodic auditing delivery of this Amendment and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewithhereunder, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian Fronting Banks with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Agent and the Collateral Custodian Fronting Banks as to their respective rights and remedies responsibilities under this Agreement Consent and the other documents Amendment. FE further agrees to be delivered hereunder or in connection herewith, and pay on demand all reasonable out-of-pocket costs and expenses, if any (including counsel including, without limitation, reasonable fees and expensesout-of-pocket expenses of counsel), incurred by the Administrative Agent, the Lenders, Fronting Banks and the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Lenders in connection with the enforcement (whether through negotiations, legal proceedings or potential enforcement otherwise) of this Agreement or any Transaction Document by such Person Consent and Amendment and the other documents to be delivered hereunder or hereunder, including, without limitation, counsel fees and expenses in connection herewith.with the enforcement of rights under Section 8.05(a) of the Credit Agreement. In addition, FE agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from the execution or delivery of, or otherwise with respect to, this Amendment. If you consent and agree to the foregoing, please evidence such consent and agreement by (i) executing and returning one counterpart of this Amendment by facsimile or e-mail to Xxxxx Xxxxxx (fax no. 000-000-0000; e-mail xxxxxxx@xxxxx.xxx) and (ii) executing and returning six original counterparts to this Consent and Amendment by overnight mail to King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxx, no later than 5:00 p.m., New York City time, on November 16, 2007. Very truly yours, FIRSTENERGY CORP. FIRSTENERGY SOLUTIONS CORP. AMERICAN TRANSMISSION SYSTEMS, INCORPORATED OHIO EDISON COMPANY PENNSYLVANIA POWER COMPANY THE CLEVELAND ELECTRIC ILLUMINATING COMPANY THE TOLEDO EDISON COMPANY METROPOLITAN EDISON COMPANY PENNSYLVANIA ELECTRIC COMPANY By Xxxxx X. Xxxxxxx Treasurer JERSEY CENTRAL POWER & LIGHT COMPANY By Xxxxx Xxxxxx Treasurer The undersigned hereby consent and agree to the foregoing: CITIBANK, N.A. By Name: Title: Consent and Amendment Signature Page BARCLAYS BANK PLC By Name: Title: Consent and Amendment Signature Page JPMORGAN CHASE BANK, N.A. By Name: Title: Consent and Amendment Signature Page KEYBANK NATIONAL ASSOCIATION By Name: Title: Consent and Amendment Signature Page 10 WACHOVIA BANK, NATIONAL ASSOCIATION By Name: Title: Consent and Amendment Signature Page 11 THE ROYAL BANK OF SCOTLAND PLC By Name: Title: Consent and Amendment Signature Page XXX XXXX XX XXXX XXXXXX By Name: Title: Consent and Amendment Signature Page BANK OF AMERICA, N.A. By Name: Title: Consent and Amendment Signature Page THE BANK OF NEW YORK By Name: Title: Consent and Amendment Signature Page 15 CREDIT SUISSE, CAYMAN ISLANDS BRANCH By Name: Title: By Name: Title: Consent and Amendment Signature Page XXXXXX XXXXXXX BANK By Name: Title: Consent and Amendment Signature Page 17 UBS LOAN FINANCE LLC By Name: Title: By Name: Title: Consent and Amendment Signature Page 00 XXXXX XXXX XX XXXXXXXXXX, N.A. By Name: Title: Consent and Amendment Signature Page XXXXXX BROTHERS BANK, FSB By Name: Title: Consent and Amendment Signature Page 00 XXXXXXX XXXXXX CREDIT CORPORATION By Name: Title: Consent and Amendment Signature Page NATIONAL CITY BANK By Name: Title: Consent and Amendment Signature Page 22 SUMITOMO MITSUI BANKING CORPORATION By Name: Title: Consent and Amendment Signature Page MIZUHO CORPORATE BANK, LTD. By Name: Title: Consent and Amendment Signature Page 24 PNC BANK, NATIONAL ASSOCIATION By Name: Title: Consent and Amendment Signature Page U.S. BANK, N.A. By Name: Title: Consent and Amendment Signature Page SUNTRUST BANK By Name: Title: Consent and Amendment Signature Page MELLON BANK, N.A. By Name: Title: Consent and Amendment Signature Page FIRST COMMERCIAL BANK, as a Bank By Name: Title: Consent and Amendment Signature Page 29 FIFTH THIRD BANCORP By Name: Title: Consent and Amendment Signature Page 30 KBC BANK N.V., as a Bank By Name: Title: Consent and Amendment Signature Page FIRSTMERIT BANK. N.A. By Name: Title: Consent and Amendment Signature Page

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agenthereunder, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to shall pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral AgentServicer, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre Effective Date legal fees or pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses)administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral AgentServicer, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral AgentServicer, the Account Bank, the Collateral Administrator Lenders and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and (ii) all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement of its rights under this Agreement or any other Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.herewith or in connection with the Advances made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances

Costs, Expenses and Taxes. (a) In addition The Company and the Guarantors agree, jointly and severally, to pay all costs and expenses incident to the rights performance of indemnification granted its obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) its negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement and each of the Borrower other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Servicer agrees Final Memorandum and any amendment or supplement thereto (iii) all arrangements relating to pay on demand all the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Securities, including transfer agent fees, (vi) the qualification of the Securities under state securities and "blue sky" laws, including filing fees and reasonable fees and documented out-of-pocket costs disbursements in connection with such counsel's preparation of "blue sky" memoranda, not to exceed $5,000, of counsel to the Initial Purchasers and the Financial Advisor relating thereto, (vii) its respective expenses and the cost of any private or chartered jets in connection with any meetings with prospective investors in the Securities, (viii) fees and expenses of the Administrative AgentTrustee, including fees and expenses of counsel to the LendersTrustee, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator (ix) all expenses and the Collateral Custodian listing fees incurred in connection with the pre-closing due diligenceapplication for quotation of the Securities on PORTAL, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hhx) any fees charged by investment rating agencies for the rating of the Securities and (iixi) of Section 5.01 or following an Event of Default or Servicer Termination Event except as limited by Article VII, all costs and all other related expenses (including, without limitation, reasonable attorneys' fees and expenses), syndicationif any, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement Agreement, the Securities or any Transaction Document by such Person and the other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewithherewith or therewith. In addition, the Company and the Guarantors shall pay, jointly and severally, any and all stamp, transfer and other similar taxes (but excluding any income, franchise, personal property, ad valorem or gross receipts taxes) payable or determined to be payable in connection with the execution and delivery of this Agreement, any of the other Basic Documents or the issuance of the Securities, and shall save and hold the Initial Purchasers and the Financial Advisor harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes (other than if such delay is caused by the Initial Purchasers).

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agenthereunder, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to shall pay on demand (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral AgentServicer, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses)administration, syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral AgentServicer, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral AgentServicer, the Account Bank, the Collateral Administrator Lenders and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and (ii) all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Servicer or the Collateral Custodian in connection with the enforcement or potential enforcement of its rights under this Agreement or any other Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.herewith or in connection with the Advances made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates Indemnified Parties under Section 9.01 8.01 and Section 9.02 8.02 hereof, each of the Borrower Borrower, the Servicer and the Servicer Transferor agrees to pay (i) with respect to the Borrower, on demand the Payment Date pertaining to the Remittance Period in which such cost is incurred and (ii) with respect to the Servicer and the Transferor, on demand, in each case, all reasonable and documented out-of-pocket costs and expenses of the Administrative 144 Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator Bank and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Bank or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition The Company agrees to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the Collateral AgentCompany's cost of preparation, the Account Bankprinting, the Backup Servicerreproduction, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator execution and their respective Affiliates under Section 9.01 and Section 9.02 hereofdelivery of this Agreement, each of the Borrower other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Servicer agrees Preliminary and Final Memorandum and any amendment or supplement thereto, any other marketing related materials, (iii)any costs of all arrangements relating to pay on demand all reasonable the delivery including postage, etc. to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and documented outdisbursements of the counsel, the accountants and any other experts or advisors retained by the Company, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Notes, (vi) the qualification of the Notes under state securities and "blue sky" laws, including filing fees, word processing and reproduction costs of any "blue sky" memoranda and fees (not to exceed $15,000) and disbursements of counsel to the Initial Purchasers relating thereto, (vii) one-ofhalf of the expenses (including one-pocket half of the costs related to the chartered airplane) in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Administrative AgentTrustee, including fees and expenses of counsel to the LendersTrustee, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator (ix) all expenses and the Collateral Custodian listing fees incurred in connection with the pre-closing due diligenceapplication for quotation of the Notes on PORTAL, preparation(x) any fees charged by investment rating agencies for the rating of the Notes, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (iixi) of Section 5.01 or following an Event of Default or Servicer Termination Event except as limited by Article VII, all costs and all other related expenses (including, without limitation, reasonable attorneys' fees and expenses), syndicationif any, renewal, amendment or modification of, any waiver or consent issued in connection with, of the successful enforcement of this Agreement, the Transaction Documents and the Notes or any other documents to be delivered hereunder agreement furnished pursuant hereto or thereto or in connection herewith, including, without limitationherewith or therewith. In addition, the reasonable Company shall pay any and documented feesall stamp, disbursements transfer and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents similar taxes payable or determined to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian payable in connection with the enforcement or potential enforcement execution and delivery of this Agreement Agreement, any other Basic Document or the issuance of the Notes, and shall save and hold each Initial Purchaser harmless from and against any Transaction Document by and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such Person and the other documents to be delivered hereunder or in connection herewithtaxes.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Facility Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral Custodian, the Collateral Administrator Securities Custodian, the Backup Servicer, any Successor Servicer and its or their respective Affiliates and officers, directors, employees and agents thereof under Section 9.01 and Section 9.02 Article IX hereof, each of the Borrower and the Servicer agrees to pay on demand pay, in accordance with the Priority of Payments, all reasonable and documented out-of-pocket costs and expenses of the Administrative Facility Agent, the Lenders, the Lender Agentsother -88- Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian any Successor Servicer incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, including the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator Servicer and the Collateral Custodian any Successor Servicer with respect thereto and with respect to advising the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Collateral Administrator Backup Servicer and the Collateral Custodian any Successor Servicer as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable and documented counsel fees and expenses), incurred by the Administrative Facility Agent, the Lenders, the Lender Agentsother Agents and Secured Parties, the Collateral AgentCustodian, the Account BankSecurities Custodian, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Servicer and any Successor Servicer in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Liquidity Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent, the Secured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article XI hereof, the Borrower agrees to pay on demand all costs and expenses of the Deal Agent, the Liquidity Agents, the Backup Servicer, the Collateral Agent and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of 100 counsel for the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral Agent, the Account BankBackup Servicer, the Collateral Administrator Agent and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement Agreement, the other Transaction Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (excluding any Hedging Agreement), and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Liquidity Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator Agent or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Agreement, the other Transaction Document by such Person Documents and the other documents to be delivered hereunder or thereunder, or in connection herewithherewith or therewith (including any Hedging Agreement).

Costs, Expenses and Taxes. (a) In addition By way of clarification, and not of limitation of Sections 1.7 or 3.1, the Seller shall pay to the rights of indemnification granted to Administrator, the Collateral LC Bank each Liquidity Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator each Purchaser Agent and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each member of the Borrower and the Servicer agrees to pay each Purchaser Group on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with (i) the pre-closing due diligence, preparation, execution, delivery, delivery and administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (iiamendments or waivers of any provision) of Section 5.01 this Agreement or following an Event of Default or Servicer Termination Event and all the other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder, (ii) the sale of the Purchased Interest (or any portion thereof) from the Seller to the Purchasers hereunder, (iii) the perfection (and continuation) of the Administrator’s rights in connection herewiththe Receivables, includingCollections and other Pool Assets, without limitation(iv) the enforcement by the Administrator, the reasonable and documented feesLC Bank, disbursements and other charges any Purchaser Agent or any member of rating agency and accounting costs and feesany Purchaser Group of the obligations of the Seller, the reasonable Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and documented fees (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including Attorney Costs of legal counsel for the Administrator, the LC Bank and any member of any Purchaser Group relating to any of the foregoing or to advising the Administrator, the LC Bank, any member of any Purchaser Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all costs and out-of-pocket expenses (including Attorney Costs) of counsel for the Administrative AgentAdministrator, the Lenders, the Lender Agents, the Collateral Agent, the Account LC Bank, the Backup Servicer, the Collateral Administrator each Purchaser Agent and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian each Purchaser in connection with the enforcement or potential enforcement administration of this Agreement the Transaction Documents or any Transaction Document other document, agreement or instrument related thereto. The Seller shall reimburse the Administrator, the LC Bank and each Purchaser Agent for the cost of such Person’s auditors auditing the books, records and procedures of the Seller or the Servicer and the cost of such Person’s due diligence. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Person and the other documents to be delivered hereunder or Conduit Purchaser in connection herewithwith the Transaction Documents or the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees and out of pocket expenses of counsel of the Administrator and each member of any Purchaser Group for advice relating to such Conduit Purchaser’s operation in connection with the transactions contemplated by the Transaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Deal Agent, the Account Bank, the Backup Servicer, the Administrative Liquidity Agent, the LendersSecured Parties and its or their Affiliates and officers, directors, employees and agents thereof under Article VIII hereof, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Secured Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expensesauditing), syndication, renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Transaction Documents Agreement and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian Secured Parties with respect thereto and with respect to advising the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative Deal Agent, the Lenders, the Lender Agents, the Collateral Liquidity Agent, and/or the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian Secured Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith; provided, however, that the Borrower shall -------- have no obligation to pay (i) any fees (exclusive of out-of-pocket expenses) of counsel to the Deal Agent, the Liquidity Agent, and the Secured Parties in connection with the initial preparation, execution and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith in excess of the amounts specified in the Fee Letter therefor or (ii) any other out-of-pocket expenses (exclusive of reasonable out-of-pocket expenses of counsel to the Deal Agent, the Liquidity Agent, and the Secured Parties), including any costs and expenses incurred in connection by the Deal Agent, the Liquidity Agent, or any Secured Party in connection with the initial due diligence for the transactions contemplated by this Agreement, incurred by any of the Deal Agent, the Liquidity Agent, and the Secured Parties in excess of the amounts specified in the Fee Letter therefor.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Backup Servicer, the Collection Account Bank, the Agent, the Collateral Agent, the Account BankLender, the Backup ServicerFacility Insurer, the Administrative AgentTrustee and the other Indemnified Parties under Article VIII hereof, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative AgentBackup Servicer, the LendersCollection Account Bank, the Lender AgentsAgent, the Collateral Agent, the Account BankLender, the Backup ServicerFacility Insurer, the Collateral Administrator and the Collateral Custodian Trustee or such other Indemnified Parties incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and the other documents to be delivered hereunder or in connection herewithherewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any other Transaction Document, and any other documents to be delivered hereunder or thereunder or in connection herewith or therewith including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and reasonable out-of-pocket expenses of counsel for the Administrative AgentBackup Servicer, the LendersCollection Account Bank, the Lender AgentsAgent, the Collateral Agent, the Account BankLender, the Backup ServicerFacility Insurer, the Collateral Administrator and the Collateral Custodian Trustee or such other Indemnified Parties with respect thereto and with respect to advising the Administrative AgentBackup Servicer, the Lenders, the Lender Agents, the Collateral Agent, the Collection Account Bank, the Facility Insurer, the Trustee, the Agent, the Collateral Administrator Agent and the Collateral Custodian Lender as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including reasonable counsel fees and expenses), incurred by the Administrative AgentBackup Servicer, the LendersCollection Account Bank, the Lender AgentsAgent, the Collateral Agent, the Account BankLender, the Backup ServicerFacility Insurer, the Collateral Administrator Trustee or the Collateral Custodian such other Indemnified Parties in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and and/or the other documents to be delivered hereunder or in connection herewithTransaction Documents.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Collateral Agent, the Account Bank, the Backup Servicer, the Administrative Agent, the Lenders, the Lender Agents, the Collateral Custodian, the Collateral Administrator and their respective Affiliates under Section 9.01 and Section 9.02 hereof, each of the Borrower and the Servicer agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian incurred in connection with the pre-closing due diligence, preparation, execution, delivery, administration (including due diligence and periodic auditing and inspections incurred in connection with clauses (hh) and (ii) of Section 5.01 or following an Event of Default or Servicer Termination Event and all other related fees and expenses), syndication, renewal, amendment or modification of, any waiver or consent issued in connection with, this Agreement, the Transaction 158 Documents and the other documents to be delivered hereunder or in connection herewith, including, without limitation, the reasonable and documented fees, disbursements and other charges of rating agency and accounting costs and fees, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator and the Collateral Custodian with respect thereto and with respect to advising the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Administrator and the Collateral Custodian as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable out-of-pocket costs and expenses, if any (including counsel fees and expenses), incurred by the Administrative Agent, the Lenders, the Lender Agents, the Collateral Agent, the Account Bank, the Backup Servicer, the Collateral Administrator or the Collateral Custodian in connection with the enforcement or potential enforcement of this Agreement or any Transaction Document by such Person and the other documents to be delivered hereunder or in connection herewith.