Common use of Payment of Costs and Expenses Clause in Contracts

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement Statement, the Preliminary Prospectus and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 7 and in Sections 7, 9, 10 12 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity Issuer under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in Mortgagor shall immediately reimburse the applicable Terms Agreement, the Bank will pay Mortgagee for all costs and expenses incident which the Mortgagee may incur by reason of, or arising out of, or in connection with: (a) any Event of Default; (b) any action or proceeding in which the Mortgagee may appear in or commence to protect, preserve, exercise or enforce their rights, remedies or security interests under this Mortgage, or under any document or instrument evidencing the Obligations secured by this Mortgage, or which otherwise relates to the Mortgaged Property, including all appeals therefrom; (c) the performance of its obligations any act authorized or permitted hereunder; and (d) the obligations exercise of any other rights or remedies under this Mortgage, or under any document or instrument evidencing the Obligations secured by this Mortgage, or otherwise relating to the protection of the Issuing Entity Mortgagee's rights and interest hereunder or under this Agreement and any document or instrument evidencing the applicable Terms AgreementObligations secured hereby, including, without limiting the generality of the foregoing, (i) all whether or not a suit or proceeding is instituted. Such costs and expenses incident to shall include, without limitation, the preparationfees, issuancecharges and expenses of attorneys, executionexpert witnesses, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparationof searching records, printing examining title and filing under the Act determining rights in, title to, or the Exchange Act of the Registration Statementvalue of, the Prospectus Mortgaged or the boundaries thereof, including title company charges, title insurance premiums, publication costs, and other charges incident thereto, all whether or not a suit or proceeding is instituted, provided that such reimbursable costs and expenses shall not include any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection by the Mortgagees as a result of its gross negligence or willful misconduct. Mortgagor agrees to and shall pay, immediately and without demand, all sums so expended by the Mortgagee, together with interest from the registration or qualification and determination date of eligibility for investment of expenditure, at the Notes highest interest rate then payable under the laws of such jurisdictions as documents and instruments evidencing the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements)Obligations, (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partieswhich sums plus interest shall constitute additional indebtedness secured by this Mortgage.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, including, without limitation, any fees and disbursements incurred in connection with the delivery of any accountants’ or auditors’ reports, certifications or attestations under the Term Asset-Backed Securities Loan Facility of the Federal Reserve Bank of New York, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Depositor or the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement Statement, the Preliminary Prospectus and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 7 and in Sections 7, 9, 10 12 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its their counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will The Borrowers agree (a) to pay all costs and expenses incident to the performance of its obligations or reimburse each Agent and the obligations of the Issuing Entity under this Agreement Joint Lead Arrangers for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and determination of eligibility for investment the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Notes under transactions contemplated hereby and thereby, including, without limitation, the laws reasonable and documented fees and disbursements of such jurisdictions as one counsel to the Underwriters may designate Agents and the Joint Lead Arrangers (including the fees and expenses of counsel for the Underwriters and their disbursementsMxxxx Xxxxx LLP), (ivb) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Joint Lead Arrangers, for all its documented costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses incurred in connection with the printing enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel to each Lender, the Joint Lead Arrangers, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or reimburse the Agents and the Joint Lead Arrangers for its documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including word processing the fees and duplication costsexpenses of Mxxxx Xxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Joint Lead Arrangers harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders and the Agents, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever other than Taxes (as to which Section 4.10 and Section 4.11 shall govern) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the applicable Terms Agreementother Loan Documents, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies such other documents, including, without limitation, any of the Registration Statement and foregoing relating to the Prospectus as herein providedviolation of, (vi) noncompliance with or liability under, any Environmental Law applicable to the reasonable fees and disbursements operations of the Bank’s counsel Borrowers and accountantsany of its Subsidiaries, (vii) the reasonable fees and disbursements or any of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the NotesProperties, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements expenses of its counselsuch Indemnitee’s counsel (all the foregoing in this clause (e), transfer taxes and collectively, the “Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any advertising expenses in connection Indemnitee with sales respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) found by a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or offers final determination by another form of alternative dispute resolution chosen by the parties) to have resulted from the Underwriters gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or final determination by another form of alternative dispute resolution chosen by the parties) in its favor on such claim. The agreements in this Section 11.6 shall survive repayment of the Loans, Reimbursement Obligations and all other amounts payable hereunder. This Section 11.6 shall not apply with respect to third partiesTaxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Costs and Expenses. Except as otherwise specified in To pay or cause to be paid the applicable Terms Agreement, the Bank will pay all following costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, hereunder: (i) all costs and expenses incident the Commission's filing fees with respect to the preparation, issuance, execution, authentication and delivery of the Publicly Registered Notes, ; (ii) all costs and expenses incident to fees of any rating agencies rating the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), Notes; (iii) all costs fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of the independent accountants relating to the letter referred to in Section 6(a); (vii) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Indenture or the Sale and Servicing Agreement; (viii) the cost of printing any preliminary and final prospectuses and any preliminary and final offering memoranda provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section 5(f)) relating to the Notes and the Registration Statement; and (ix) any other fees and expenses incurred in connection with the registration or qualification and determination performance of eligibility for investment of its obligations hereunder. The Underwriters will pay the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all following costs and expenses related incident to any filing with the National Association performance of Securities Dealers, Inc., their obligations under this Agreement: (vi) all costs Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture state securities law qualifications and any Blue Sky Memorandum legal investment surveys; and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (viii) the reasonable fees and disbursements expenses of counsel to the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expensesUnderwriters. It is understood that, except Except as specifically provided in Sections 7, 9, 10 this subsection (h) and 13 of this AgreementSection 10, the Underwriters will pay all of their own fees, costs and expenses (expenses, including the fees and disbursements cost of its counsel)printing any agreement among underwriters, transfer taxes on resale of the Underwritten Notes by the Underwriters, and any advertising expenses in connection with sales or any offers from that the Underwriters to third partiesmay make.

Payment of Costs and Expenses. Except as otherwise specified in To pay or cause to be paid the applicable Terms Agreement, the Bank will pay all following costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, hereunder: (i) all costs and expenses incident the Commission's filing fees with respect to the preparation, issuance, execution, authentication and delivery of the Publicly Registered Notes, ; (ii) all costs and expenses incident to fees of any rating agencies rating the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), Notes; (iii) all costs fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of the independent accountants relating to the letter referred to in Section 6(a); (vii) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Indenture or the Sale and Servicing Agreement; (viii) the cost of printing any preliminary and final prospectuses provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section 5(f)) relating to the Publicly Registered Notes and the Registration Statement; and (ix) any other fees and expenses incurred in connection with the registration or qualification and determination performance of eligibility for investment of its obligations hereunder. The Underwriters will pay the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all following costs and expenses related incident to any filing with the National Association performance of Securities Dealers, Inc., their obligations under this Agreement: (vi) all costs Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture state securities law qualifications and any Blue Sky Memorandum legal investment surveys; and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (viii) the reasonable fees and disbursements expenses of counsel to the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expensesUnderwriters. It is understood that, except Except as specifically provided in Sections 7, 9, 10 this subsection (h) and 13 of this AgreementSection 10, the Underwriters will pay all of their own fees, costs and expenses (expenses, including the fees and disbursements cost of its counsel)printing any agreement among underwriters, transfer taxes on resale of the Publicly Registered Notes by the Underwriters, and any advertising expenses in connection with sales or any offers from that the Underwriters to third partiesmay make.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay Trustor shall immediately reimburse Beneficiary and Trustee for all reasonable costs and expenses incident which Beneficiary and Trustee may incur by reason of, or arising out of, or in connection with: (a) any Event of Default; (b) any action or proceeding in which Beneficiary or Trustee may appear in or commence to protect, preserve, exercise or enforce their rights, remedies or security interests under this Deed of Trust, or under any document or instrument evidencing the Indebtedness secured by this Deed of Trust, or which otherwise relates to the Premises, including all appeals therefrom; (c) the performance of its obligations any act authorized or permitted hereunder; and (d) the obligations exercise of the Issuing Entity any other rights or remedies under this Agreement Deed of Trust, or under any document or instrument evidencing the Indebtedness secured by this Deed of Trust, or otherwise relating to the protection of Beneficiary's or Trustee's rights and interest hereunder or under any document or instrument evidencing the applicable Terms AgreementIndebtedness secured hereby, including, without limiting the generality of the foregoing, (i) all whether or not a suit or proceeding is instituted. Such costs and expenses incident to shall include, without limitation, the preparationreasonable fees, issuance, execution, authentication and delivery of the Notes, (ii) all costs charges and expenses incident to the preparationof attorneys, printing and filing under the Act or the Exchange Act of the Registration Statementengineers, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees appraisers, expert witnesses, consultants and disbursements of the accountants other professional assistants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own feesadvisors, costs and expenses (of searching records, examining title and determining rights in, title to, or the value of, the Premises or the boundaries thereof, including the fees title company charges, title insurance premiums, survey costs, publication costs, and disbursements of its counsel)other charges incident thereto, transfer taxes all whether or not a suit or proceeding is instituted. Trustor agrees to and any advertising expenses in connection shall pay, immediately and without demand, all sums so expended by Beneficiary or Trustee, together with sales or offers interest from the Underwriters to third partiesdate of expenditure, at the highest interest rate then payable under the documents and instruments evidencing the Indebtedness, all of which sums plus interest shall constitute additional indebtedness secured by this Deed of Trust.

Payment of Costs and Expenses. Except as otherwise specified The New Borrower agrees to pay promptly, and in the applicable Terms Agreement, the Bank will pay all costs and expenses incident any event within thirty (30) days after written demand therefor to the performance extent incurred after the Closing Date, (a) any consents, amendments, waivers or other modifications of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreementother Loan Documents; (b) the reasonable and documented fees, including, without limiting the generality expenses and disbursements of the foregoing, (i) all costs and expenses incident counsel to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred Administrative Agent in connection with the registration administration of this Agreement and the other Loan Documents and any consents, amendments, waivers or qualification other modifications thereto and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate any other documents or matters in connection therewith; (including fees of counsel for the Underwriters and their disbursements), (ivc) all the actual costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs creating and expenses perfecting Liens in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies favor of the Registration Statement Administrative Agent, for the benefit of the Lenders pursuant hereto, including filing and the Prospectus as herein providedrecording fees, (vi) the reasonable fees search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Bank’s counsel Administrative Agent; (d) all the actual reasonable and accountantsdocumented costs and fees, (vii) the reasonable fees expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external (but no more than (i) one such firm for the accountants Administrative Agent and Lenders as a whole at such time as the Administrative Agent is an Affiliate of Silver Point or (viiiii) two such firms for the Administrative Agent and Lenders as a whole at such time as the Administrative Agent is not an Affiliate of Silver Point); (e) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, actual reasonable costs and expenses (including the fees fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents in each case employed or retained by the Administrative Agent and its counsel), transfer taxes and any advertising expenses ) in connection with sales the custody or offers preservation of any of the Collateral; (f) all other actual reasonable costs and expenses incurred by the Administrative Agent in connection with the any consents, amendments, waivers or other modifications of this Agreement and the other Loan Documents and the transactions contemplated thereby; and (g) after the occurrence of a Default or an Event of Default, all reasonable costs and expenses, including reasonable attorneys’ fees and expenses and costs of settlement, incurred by the Administrative Agent and the Required Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the Underwriters other Loan Documents by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of any Subsidiary Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to third partiesany insolvency or bankruptcy cases or proceedings.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will The Borrowers jointly and severally agree (a) to pay all costs and expenses incident to the performance of its obligations or reimburse each Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and determination of eligibility for investment the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Notes under transactions contemplated hereby and thereby, including, without limitation, the laws reasonable and documented fees and disbursements of such jurisdictions as counsel to the Underwriters may designate Administrative Agent and the Lead Arranger (including the fees and expenses of counsel for the Underwriters and their disbursementsCadwalader, Xxxxxxxxxx & Xxxx LLP), (ivb) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Lead Arranger, for all its documented costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses incurred in connection with the printing enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Administrative Agent, (c) to pay or reimburse the Administrative Agent and the Lead Arranger for its documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9 and audits performed pursuant to Section 6.1(l), and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Administrative Agent (including word processing the fees and duplication costsexpenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders and the Agents, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever other than Taxes (as to which Section 4.10 and Section 4.11 shall govern) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents, and any such other documents, including, without limitation, any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable Terms Agreementto the operations of the Loan Parties and any of their Subsidiaries, or any of the Properties (all the foregoing in this clause (e), collectively, the FUSA Pooling and Servicing Agreement“Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) found by a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or final determination by another form of alternative dispute resolution chosen by the Chase Pooling and Servicing Agreementparties) to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or final determination by another form of alternative dispute resolution chosen by the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies parties) in its favor on such claim. The agreements in this Section 11.6 shall survive repayment of the Registration Statement Loans, Reimbursement Obligations and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses other amounts payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partieshereunder.

Payment of Costs and Expenses. Except as otherwise specified in The Borrower agrees to pay on demand all reasonable expenses of the applicable Terms AgreementAdministrative Agent, the Bank will pay all costs and expenses incident to Collateral Agent, the performance of its obligations Issuer and the obligations Arrangers (including the reasonable fees and out-of-pocket expenses of special New York counsel and of local counsel, if any, who may be retained by said counsel) in connection with (a) the Issuing Entity under negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the applicable Terms Agreementtransactions contemplated hereby are consummated, includingand (b) the filing, without limiting the generality recording, refiling or rerecording of each of the foregoingSecurity Documents and/or any Uniform Commercial Code financing statements relating thereto and all amendments, (i) supplements and modifications to any thereof and any and all costs and expenses incident other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the preparation, issuance, execution, authentication and delivery terms hereof or of the NotesSecurity Documents, and (iic) all costs the preparation and expenses incident to the preparation, printing and filing under the Act or the Exchange Act review of the Registration Statementform of any document or instrument relevant to this Agreement or any other Loan Document. Each Bank agrees to reimburse the Administrative Agent, the Prospectus Collateral Agent and the Issuer on demand for such Bank's pro rata share (based upon its respective Percentage) of any preliminary prospectus such costs or expenses not paid by the Borrower. The Borrower further agrees to pay, and to save the Administrative Agent, the Collateral Agent, the Arrangers, the Issuer and the Banks harmless from all liability for, any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred stamp or other taxes which may be payable in connection with the registration execution or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms AgreementBorrowings hereunder, or the issuance of the Notes or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the FUSA Pooling Collateral Agent and Servicing Agreementeach Bank upon demand for all reasonable out-of- pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by the Administrative Agent, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency Collateral Agent or such Bank in connection with (x) the rating negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. All such requests for payment shall be accompanied by invoices containing reasonable detail. The Administrative Agent, the Collateral Agent, the Issuer and each Bank agree to the extent feasible, and to the extent a conflict of interest does not exist in the reasonable opinion of any of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this AgreementAdministrative Agent, the Underwriters will pay all of Collateral Agent, the Issuer and the Banks or their own feescounsel, costs and expenses to use the same counsel (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses i.e. one law firm in each relevant jurisdiction) in connection with sales any investigation, litigation or offers from the Underwriters to third partiesother proceeding under this Section 10.3.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will The Borrowers agree (a) to pay all costs and expenses incident to the performance of its obligations or reimburse each Agent and the obligations of the Issuing Entity under this Agreement Joint Lead Arrangers for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and determination of eligibility for investment the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Notes under transactions contemplated hereby and thereby, including, without limitation, the laws reasonable and documented fees and disbursements of such jurisdictions as one counsel to the Underwriters may designate Agents and the Joint Lead Arrangers (including the fees and expenses of counsel for the Underwriters and their disbursementsXxxxx Xxxxx LLP), (ivb) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Joint Lead Arrangers, for all its documented costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses incurred in connection with the printing enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel to each Lender, the Joint Lead Arrangers, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or reimburse the Agents and the Joint Lead Arrangers for its documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including word processing the fees and duplication costsexpenses of Xxxxx Xxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Joint Lead Arrangers harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders and the Agents, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever other than Taxes (as to which Section 4.10 and Section 4.11 shall govern) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the applicable Terms Agreementother Loan Documents, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies such other documents, including, without limitation, any of the Registration Statement and foregoing relating to the Prospectus as herein providedviolation of, (vi) noncompliance with or liability under, any Environmental Law applicable to the reasonable fees and disbursements operations of the Bank’s counsel Borrowers and accountantsany of its Subsidiaries, (vii) the reasonable fees and disbursements or any of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the NotesProperties, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements expenses of its counselsuch Indemnitee’s counsel (all the foregoing in this clause (e), transfer taxes and collectively, the “Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any advertising expenses in connection Indemnitee with sales respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) found by a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or offers final determination by another form of alternative dispute resolution chosen by the parties) to have resulted from the Underwriters gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or final determination by another form of alternative dispute resolution chosen by the parties) in its favor on such claim. The agreements in this Section 11.6 shall survive repayment of the Loans, Reimbursement Obligations and all other amounts payable hereunder. This Section 11.6 shall not apply with respect to third partiesTaxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in Whether or not either Borrower takes advantage of the applicable Terms AgreementCredit Facility, the Bank will Canadian Borrower shall pay to the Agent and the Lenders, within 30 days of receipt of an itemized invoice, all reasonable out-of-pocket costs and expenses incident to of the performance of its obligations Agent and the obligations Lenders, the agents, officers and employees of the Issuing Entity under each of them, and any receiver or receiver-manager appointed by them or by a court in connection with this Agreement and or the applicable Terms AgreementCredit Facility, including, without limiting limitation: the generality preparation, negotiation, execution, filing and registration of any of the foregoingLoan Documents, (i) any actual or proposed amendment or modification hereof or thereof or any waiver hereunder or thereunder and all instruments supplemental or ancillary thereto; the syndication and administration of the Credit Facility; obtaining advice as to the rights and responsibilities of the Lenders and the Agent under the Loan Documents; and the defence, establishment, protection or enforcement of any of the rights or remedies of the Lenders or the Agent under any of the Loan Documents including, without limitation, all reasonable out-of-pocket costs and expenses incident to of establishing the preparationvalidity and enforceability of, issuanceor of collection of amounts owing under, execution, authentication and delivery any of the NotesLoan Documents; including, without limitation, all of the reasonable fees, out-of-pocket expenses and disbursements of Lenders' Counsel incurred in connection therewith, and including all sales or value-added taxes payable by the Lenders or the Agent (iiwhether refundable or not) on all such costs and expenses. Such costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all shall not include those costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment respect of the Notes under negotiations among the laws of such jurisdictions as Agent and the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses Lenders related to any filing with the National Association inter-lender provisions of Securities Dealersthis Agreement or in respect of their rights in relation to each other whether prior to, Inc., (v) all costs and expenses in connection with during or after the printing (including word processing and duplication costs) and delivery termination of this Agreement. If a Borrower disputes the reasonableness of the fees or expenses set out in any such invoice, it shall submit to the Agent or the Lender, as the case may be, a written objection thereto, setting out the reasons for such objection. From receipt thereof until the expiry of the 30 day payment period, the applicable Terms AgreementAgent or the Lender, as the FUSA Pooling case may be, shall discuss with Senior Management of the Canadian Borrower the fees or expenses objected to or, in the case of invoices rendered by their advisers, shall make bona fide best efforts to cause such advisers to discuss with Senior Management of the Canadian Borrower the fees or expenses objected to, in each case providing (or making bona fide best efforts to cause to be provided) the reasons for the incurrence of such fees or expenses and, to the extent not set out in such invoice, a reasonably itemized and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum detailed description of such fees or expenses and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amountservices, if any, specified provided therefor and shall co-operate in taxing or contesting the applicable Terms Agreement on the Closing Date for application toward reasonability (where permitted) of any such fees or expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms AgreementEach Borrower, the Bank will jointly and severally, agrees (a) to pay all costs and expenses incident to the performance of its obligations or reimburse each Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration syndication of the Facilities and the development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one firm of counsel to the Agents and the Lead Arranger, one regulatory counsel to the Agents and the Lead Arranger and a single firm of local counsel in each applicable jurisdiction, (b) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Lead Arranger, for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or reimburse the Agents and the Lead Arranger for their documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9 and audits performed pursuant to Section 6.1(l), and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including the fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of eligibility for investment whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders, the Agents and the Arrangers, and each of the Notes under the laws their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of such jurisdictions as the Underwriters may designate any kind or nature whatsoever (including the reasonable and documented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one regulatory counsel and a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and in the case of an actual or perceived conflict of interest, by another firm of counsel for the Underwriters affected Indemnitee)) other than Taxes (as to which Section 4.10 and their disbursements)Section 4.11 shall govern) with respect to the execution, (iv) all costs delivery, enforcement, performance and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery administration of this Agreement, the other Loan Documents, and any such other documents or the use or proposed use of proceeds of the Facilities, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable Terms Agreementto the operations of the Loan Parties and any of their Subsidiaries, or any of the Properties, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the FUSA Pooling and Servicing Agreement“Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the Chase Pooling and Servicing Agreementbad faith, the Indenture and gross negligence or willful misconduct of such Indemnitee or any Blue Sky Memorandum and the furnishing Related Person thereof, (y) are found by a final, non-appealable judgment of a court of competent jurisdiction to Underwriters and dealers of copies have resulted from a material breach of the Registration Statement and the Prospectus as herein provided, obligations of such Indemnitee or any Related Person thereof or (viz) the reasonable fees and disbursements result from any proceeding that is solely among Indemnitees (other than any proceeding against any Agent or Arranger or Person fulfilling a similar role in respect of the Bank’s counsel Facilities in its capacity or in fulfilling its role as such) and accountants, (vii) does not involve an act or omission by the reasonable fees and disbursements U.S. Borrower or any of its Affiliates. The agreements in this Section 11.6 shall survive repayment of the accountants Loans, Reimbursement Obligations and (viii) all costs and expenses other amounts payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partieshereunder.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will The Borrowers agree (a) to pay all costs and expenses incident to the performance of its obligations or reimburse each Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and determination of eligibility for investment the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Notes under transactions contemplated hereby and thereby, including, without limitation, the laws reasonable and documented fees and disbursements of such jurisdictions as one counsel to the Underwriters may designate Agents and the Lead Arranger (including the fees and expenses of counsel for the Underwriters and their disbursementsHunton & Xxxxxxxx LLP), (ivb) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Lead Arranger, for all its documented costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses incurred in connection with the printing enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or reimburse the Agents and the Lead Arranger for its documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including word processing the fees and duplication costsexpenses of Hunton & Xxxxxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders and the Agents, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever other than Taxes (as to which Section 4.10 and Section 4.11 shall govern) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the applicable Terms Agreementother Loan Documents, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies such other documents, including, without limitation, any of the Registration Statement and foregoing relating to the Prospectus as herein providedviolation of, (vi) noncompliance with or liability under, any Environmental Law applicable to the reasonable fees and disbursements operations of the Bank’s counsel Borrowers and accountantsany of its Subsidiaries, (vii) the reasonable fees and disbursements or any of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the NotesProperties, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements expenses of its counselsuch Indemnitee’s counsel (all the foregoing in this clause (e), transfer taxes and collectively, the “Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any advertising expenses in connection Indemnitee with sales respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) found by a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or offers final determination by another form of alternative dispute resolution chosen by the parties) to have resulted from the Underwriters gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or final determination by another form of alternative dispute resolution chosen by the parties) in its favor on such claim. The agreements in this Section 11.6 shall survive repayment of the Loans, Reimbursement Obligations and all other amounts payable hereunder. This Section 11.6 shall not apply with respect to third partiesTaxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus Preliminary Prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the Financial Industry Regulatory Authority, Inc. (formerly known as the National Association of Securities Dealers, Inc.), (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountantscounsel, (vii) the reasonable fees and disbursements of the accountants accountants, including, without limitation, any fees and disbursements incurred in connection with the delivery of any accountants’ or auditors’ reports, certifications or attestations under the Term Asset-Backed Securities Loan Facility of the Federal Reserve Bank of New York, and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in this Section 6 and in Sections 78, 9, 10 11 and 13 12 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will The Borrowers agree (a) to pay all costs and expenses incident to the performance of its obligations or reimburse each Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and determination of eligibility for investment the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Notes under transactions contemplated hereby and thereby, including, without limitation, the laws reasonable and documented fees and disbursements of such jurisdictions as one counsel to the Underwriters may designate Agents and the Lead Arranger (including the fees and expenses of counsel for the Underwriters and their disbursementsHunton & WilliamsAndrews Kxxxx LLP), (ivb) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Lead Arranger, for all its documented costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses incurred in connection with the printing enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or reimburse the Agents and the Lead Arranger for its documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including word processing the fees and duplication costsexpenses of Hunton & WilliamsAndrews Kxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders and the Agents, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever other than Taxes (as to which Section 4.10 and Section 4.11 shall govern) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the applicable Terms Agreementother Loan Documents, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies such other documents, including, without limitation, any of the Registration Statement and foregoing relating to the Prospectus as herein providedviolation of, (vi) noncompliance with or liability under, any Environmental Law applicable to the reasonable fees and disbursements operations of the Bank’s counsel Borrowers and accountantsany of its Subsidiaries, (vii) the reasonable fees and disbursements or any of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the NotesProperties, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements expenses of its counselsuch Indemnitee’s counsel (all the foregoing in this clause (e), transfer taxes and collectively, the “Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any advertising expenses in connection Indemnitee with sales respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) found by a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or offers final determination by another form of alternative dispute resolution chosen by the parties) to have resulted from the Underwriters gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or final determination by another form of alternative dispute resolution chosen by the parties) in its favor on such claim. The agreements in this Section 11.6 shall survive repayment of the Loans, Reimbursement Obligations and all other amounts payable hereunder. This Section 11.6 shall not apply with respect to third partiesTaxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Costs and Expenses. Except as otherwise specified in The Borrower agrees to pay on demand all reasonable expenses of the applicable Terms AgreementAgent (including, without limitation, the Bank will pay all costs reasonable fees and out-of-pocket expenses incident of McGuireWoods LLP, counsel to the performance Agent) in connection with (a) the negotiation, preparation, execution and delivery of its obligations and the obligations of the Issuing Entity under this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, and the applicable Terms AgreementLenders' and the Agent's consideration of their rights and remedies hereunder or in connection herewith from time to time whether or not the transactions contemplated hereby or thereby are consummated; (b) the filing, recording, refiling or rerecording of the Loan Documents and any other security instruments executed in connection with the transactions contemplated hereby; (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document; (d) sums paid or incurred to pay any amount or take any action required by the Borrower or any other Obligor under the Loan Documents that the Borrower or any such Obligor fails to pay or take; and (e) costs of appraisals, field exams, inspections and verification of the Collateral, including, without limiting limitation, travel, lodging, meals and other charges, including the generality of the foregoingcosts, (i) all costs fees and expenses incident of independent auditors and appraisers. The Borrower further agrees to pay, and to save the preparationAgent and the Lenders harmless from all liability for, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act any stamp or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred other taxes which may be payable in connection with the registration execution or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms AgreementCredit Extensions hereunder, or the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies issuance of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree Notes or any other Loan Documents. The Borrower also agrees to reimburse the Bank Agent and each Lender upon demand for an amountall reasonable expenses (including, without limitation, the fees and out-of-pocket expenses of counsel to the Agent and each Lender, including the allocated fees and expenses of in-house counsel and consultants, if any, specified in who may be retained by such persons) incurred by the applicable Terms Agreement on the Closing Date for application toward Agent or each such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses Lender in connection with sales (x) the negotiation of any restructuring or offers from "work-out", whether or not consummated, of any Obligations and (y) the Underwriters enforcement of any Obligations. To the extent the Borrower fails to third parties.pay any such amounts, each Lender hereunder agrees to pay to the Agent its pro rata share of such unpaid amount. SECTION 10.4

Payment of Costs and Expenses. Except as otherwise specified in Each Borrower, jointly and severally, agrees (a) to pay or reimburse the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations Administrative Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration syndication of the Facilities and the development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one firm of counsel to the Administrative Agent and the Lead Arranger, one regulatory counsel to the Administrative Agent and the Lead Arranger and a single firm of local counsel in each applicable jurisdiction, (b) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, the Administrative Agent and the Lead Arranger, for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Administrative Agent, (c) to pay or reimburse the Administrative Agent and the Lead Arranger for their documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Administrative Agent (including the fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP and Fasken Xxxxxxxxx DuMoulin LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, the Administrative Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of eligibility for investment whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders, the Administrative Agent and the Arrangers, and each of the Notes under the laws their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of such jurisdictions as the Underwriters may designate any kind or nature whatsoever (including the reasonable and documented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one regulatory counsel and a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and in the case of an actual or perceived conflict of interest, by another firm of counsel for the Underwriters affected Indemnitee)) other than Taxes (as to which Section 4.10 and their disbursements)Section 4.11 shall govern) with respect to the execution, (iv) all costs delivery, enforcement, performance and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery administration of this Agreement, the other Loan Documents, and any such other documents or the use or proposed use of proceeds of the Facilities, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable Terms Agreementto the operations of the Loan Parties and any of their Subsidiaries, or any of the Properties, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the FUSA Pooling and Servicing Agreement“Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the Chase Pooling and Servicing Agreementbad faith, the Indenture and gross negligence or willful misconduct of such Indemnitee or any Blue Sky Memorandum and the furnishing Related Person thereof, (y) are found by a final, non-appealable judgment of a court of competent jurisdiction to Underwriters and dealers of copies have resulted from any material breach of the Registration Statement and obligations of such Indemnitee or any Related Person thereof or (z) result from any proceeding that is solely among Indemnitees (other than any proceeding against the Prospectus as herein provided, (vi) the reasonable fees and disbursements Administrative Agent or any Arranger or Person fulfilling a similar role in respect of the Bank’s counsel Facilities in its capacity or in fulfilling its role as such) and accountants, (vii) does not involve an act or omission by the reasonable fees and disbursements U.S. Borrower or any of its Affiliates. The agreements in this Section 11.6 shall survive repayment of the accountants Loans, Reimbursement Obligations and (viii) all costs and expenses other amounts payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenseshereunder. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third parties.-228-

Payment of Costs and Expenses. Except as otherwise specified Each Borrower agrees, jointly and severally, to pay promptly, and in the applicable Terms Agreement, the Bank will pay all costs and expenses incident any event within thirty (30) days after written demand therefor to the performance extent incurred after the Closing Date, (a) any consents, amendments, waivers or other modifications of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreementother Loan Documents; (b) the reasonable and documented fees, including, without limiting the generality expenses and disbursements of the foregoing, (i) all costs and expenses incident counsel to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred Administrative Agent in connection with the registration administration of this Agreement and the other Loan Documents and any consents, amendments, waivers or qualification other modifications thereto and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate any other documents or matters in connection therewith; (including fees of counsel for the Underwriters and their disbursements), (ivc) all the actual costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs creating and expenses perfecting Liens in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies favor of the Registration Statement Collateral Agent, for the benefit of the Lenders pursuant hereto, including filing and the Prospectus as herein providedrecording fees, (vi) the reasonable fees search fees, title insurance premiums and fees, expenses and disbursements of counsel to the Bank’s counsel Administrative Agent; (d) all the actual reasonable and accountantsdocumented costs and fees, (vii) the reasonable fees expenses and disbursements of the accountants and any auditors, accountants, consultants or appraisers whether internal or external; (viiie) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, actual reasonable costs and expenses (including the fees fees, expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents in each case employed or retained by the Administrative Agent and its counsel), transfer taxes and any advertising expenses ) in connection with sales the custody or offers preservation of any of the Collateral; (f) all other actual reasonable costs and expenses incurred by the Administrative Agent in connection with the any consents, amendments, waivers or other modifications of this Agreement and the other Loan Documents and the transactions contemplated thereby; and (g) after the occurrence of a Default or an Event of Default, all reasonable costs and expenses, including reasonable attorneys’ fees and expenses and costs of settlement, incurred by the Administrative Agent and the Required Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the Underwriters other Loan Documents by reason of such Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of any Subsidiary Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant to third partiesany insolvency or bankruptcy cases or proceedings.

Payment of Costs and Expenses. Except as otherwise specified in The Borrower agrees to pay within 10 days following demand all reasonable expenses of the applicable Terms AgreementAdministrative Agent, the Bank will pay all costs and expenses incident to the performance of its obligations Issuer and the obligations Arranger (including the reasonable fees and out-of-pocket expenses of special counsel and of local counsel, if any, who may be retained by said counsel) in connection with (a) the Issuing Entity under negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the applicable Terms Agreementtransactions contemplated hereby are consummated, includingand (b) the filing, without limiting the generality recording, refiling or rerecording of each of the foregoingSecurity Documents and/or any Uniform Commercial Code financing statements relating thereto and all amendments, (i) supplements and modifications to any thereof and any and all costs and expenses incident other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the preparation, issuance, execution, authentication and delivery terms hereof or of the NotesSecurity Documents, and (iic) all costs the preparation and expenses incident to the preparation, printing and filing under the Act or the Exchange Act review of the Registration Statementform of any document or instrument relevant to this Agreement or any other Loan Document. Each Lender agrees to reimburse the Administrative Agent and the Issuer within 10 days following demand for such Lender’s pro rata share (based upon its respective Percentage) of any such costs or expenses not paid by the Borrower. The Borrower further agrees to pay, and to save the Administrative Agent, the Prospectus Arranger, the Issuer and the Lenders harmless from all liability for, any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred stamp or other similar taxes which may be payable in connection with the registration execution or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms AgreementBorrowings hereunder, or the issuance of the Notes or any other Loan Documents (excluding any such taxes that are Other Connection Taxes imposed with respect to an assignment). The Borrower also agrees to reimburse the Administrative Agent, the FUSA Pooling Issuer and Servicing Agreementeach Lender within 10 days following demand for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Administrative Agent, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency Issuer or such Lender in connection with (x) the rating negotiation of any restructuring or “work-out”, whether or not consummated, of any Obligations, and (y) the enforcement of any Obligations. All such requests for payment shall be accompanied by invoices containing reasonable detail. The Administrative Agent, the Issuer and each Lender agree to the extent feasible, and to the extent a conflict of interest does not exist in the reasonable opinion of any of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this AgreementAdministrative Agent, the Underwriters will pay all of Issuer and the Lenders or their own feescounsel, costs and expenses to use the same counsel (including the fees and disbursements of its counsel)i.e., transfer taxes and any advertising expenses one law firm in each relevant jurisdiction) in connection with sales any investigation, litigation or offers from the Underwriters to third partiesother proceeding under this Section 10.3.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will The Borrowers agree (a) to pay all costs and expenses incident to the performance of its obligations or reimburse each Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and determination of eligibility for investment the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the Notes under transactions contemplated hereby and thereby, including, without limitation, the laws reasonable and documented fees and disbursements of such jurisdictions as one counsel to the Underwriters may designate Agents and the Lead Arranger (including the fees and expenses of counsel for the Underwriters and their disbursementsHunton & Wxxxxxxx LLP), (ivb) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Lead Arranger, for all its documented costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses incurred in connection with the printing enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or reimburse the Agents and the Lead Arranger for its documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including word processing the fees and duplication costsexpenses of Hunton & Wxxxxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders and the Agents, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever other than Taxes (as to which Section 4.10 and Section 4.11 shall govern) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the applicable Terms Agreementother Loan Documents, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies such other documents, including, without limitation, any of the Registration Statement and foregoing relating to the Prospectus as herein providedviolation of, (vi) noncompliance with or liability under, any Environmental Law applicable to the reasonable fees and disbursements operations of the Bank’s counsel Borrowers and accountantsany of its Subsidiaries, (vii) the reasonable fees and disbursements or any of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the NotesProperties, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements expenses of its counselsuch Indemnitee’s counsel (all the foregoing in this clause (e), transfer taxes and collectively, the “Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any advertising expenses in connection Indemnitee with sales respect to Indemnified Liabilities to the extent such Indemnified Liabilities are (x) found by a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or offers final determination by another form of alternative dispute resolution chosen by the parties) to have resulted from the Underwriters gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final, non-appealable judgment of a court of competent jurisdiction (unless settled by final binding mediation or final determination by another form of alternative dispute resolution chosen by the parties) in its favor on such claim. The agreements in this Section 11.6 shall survive repayment of the Loans, Reimbursement Obligations and all other amounts payable hereunder. This Section 11.6 shall not apply with respect to third partiesTaxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Issuing Entity Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters Underwriter may designate (including fees of counsel for the Underwriters Underwriter and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters Underwriter and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree Underwriter agrees to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters Underwriter will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters Underwriter to third parties.

Payment of Costs and Expenses. Except as otherwise specified in Each Borrower, jointly and severally, agrees (a) to pay or reimburse the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations Administrative Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration syndication of the Facilities and the development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one firm of counsel to the -237- USActive 56005294.16 -237-56005294.24 Administrative Agent and the Lead Arranger, one regulatory counsel to the Administrative Agent and the Lead Arranger and a single firm of local counsel in each applicable jurisdiction, (b) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, the Administrative Agent and the Lead Arranger, for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Administrative Agent, (c) to pay or reimburse the Administrative Agent and the Lead Arranger for their documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Administrative Agent (including the fees and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP and Fasken Xxxxxxxxx DuMoulin LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, the Administrative Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of eligibility for investment whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders, the Administrative Agent and the Arrangers, and each of the Notes under the laws their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of such jurisdictions as the Underwriters may designate any kind or nature whatsoever (including the reasonable and documented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one regulatory counsel and a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and in the case of an actual or perceived conflict of interest, by another firm of counsel for the Underwriters affected Indemnitee)) other than Taxes (as to which Section 4.10 and their disbursements)Section 4.11 shall govern) with respect to the execution, (iv) all costs delivery, enforcement, performance and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery administration of this Agreement, the other Loan Documents, and any such other documents or the use or proposed use of proceeds of the Facilities, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable Terms Agreementto the operations of the Loan Parties and any of their Subsidiaries, or any of the Properties, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the FUSA Pooling and Servicing Agreement“Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the Chase Pooling and Servicing Agreementbad faith, the Indenture and gross negligence or willful misconduct of such Indemnitee or any Blue Sky Memorandum and the furnishing Related Person thereof, (y) are found by a final, non-appealable judgment of a court of competent jurisdiction to Underwriters and dealers of copies have resulted from any material breach of the Registration Statement and the Prospectus as herein provided, obligations of such Indemnitee or any Related Person thereof or (viz) the reasonable fees and disbursements of the Bank’s counsel and accountants, result from any proceeding that is solely among Indemnitees (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and other than any advertising expenses in connection with sales or offers from the Underwriters to third parties.proceeding against

Payment of Costs and Expenses. Except as otherwise specified in The Borrower agrees to pay on demand all reasonable expenses of the applicable Terms AgreementAdministrative Agent, the Bank will pay all costs and expenses incident to Collateral Agent, the performance of its obligations Issuer and the obligations Arrangers (including the reasonable fees and out-of-pocket expenses of special New York counsel and of local counsel, if any, who may be retained by said counsel) in connection with (a) the Issuing Entity under negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the applicable Terms Agreementtransactions contemplated hereby are consummated, includingand (b) the filing, without limiting the generality recording, refiling or rerecording of each of the foregoingSecurity Documents and/or any Uniform Commercial Code financing statements relating thereto and all amendments, (i) supplements and modifications to any thereof and any and all costs and expenses incident other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the preparation, issuance, execution, authentication and delivery terms hereof or of the NotesSecurity Documents, and (iic) all costs the preparation and expenses incident to the preparation, printing and filing under the Act or the Exchange Act review of the Registration Statementform of any document or instrument relevant to this Agreement or any other Loan Document. Each Bank agrees to reimburse the Administrative Agent, the Prospectus Collateral Agent and the Issuer on demand for such Bank's pro rata share (based upon its respective Percentage) of any preliminary prospectus such costs or expenses not paid by the Borrower. The Borrower further agrees to pay, and to save the Administrative Agent, the Collateral Agent, the Arrangers, the Issuer and the Banks harmless from all liability for, any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred stamp or other taxes which may be payable in connection with the registration execution or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms AgreementBorrowings hereunder, or the issuance of the Notes or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the FUSA Pooling Collateral Agent and Servicing Agreementeach Bank upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by the Administrative Agent, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency Collateral Agent or such Bank in connection with (x) the rating negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations. All such requests for payment shall be accompanied by invoices containing reasonable detail. The Administrative Agent, the Collateral Agent, the Issuer and each Bank agree to the extent feasible, and to the extent a conflict of interest does not exist in the reasonable opinion of any of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this AgreementAdministrative Agent, the Underwriters will pay all of Collateral Agent, the Issuer and the Banks or their own feescounsel, costs and expenses to use the same counsel (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses i.e. one law firm in each relevant jurisdiction) in connection with sales any investigation, litigation or offers from the Underwriters to third partiesother proceeding under this Section 10.3.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms AgreementEach Borrower, the Bank will jointly and severally, agrees (a) to pay all costs and expenses incident to the performance of its obligations or reimburse each Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration syndication of the Facilities and the development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one firm of counsel to the Agents and the Lead Arranger, one regulatory counsel to the Agents and the Lead Arranger and a single firm of local counsel in each applicable jurisdiction, (b) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Lead Arranger, for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or reimburse the Agents and the Lead Arranger for their documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9 and audits performed pursuant to Section 6.1(l), and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including the fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or 168 administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of eligibility for investment whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders, the Agents and the Arrangers, and each of the Notes under the laws their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of such jurisdictions as the Underwriters may designate any kind or nature whatsoever (including the reasonable and documented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one regulatory counsel and a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and in the case of an actual or perceived conflict of interest, by another firm of counsel for the Underwriters affected Indemnitee)) other than Taxes (as to which Section 4.10 and their disbursements)Section 4.11 shall govern) with respect to the execution, (iv) all costs delivery, enforcement, performance and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery administration of this Agreement, the other Loan Documents, and any such other documents or the use or proposed use of proceeds of the Facilities, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable Terms Agreementto the operations of the Loan Parties and any of their Subsidiaries, or any of the Properties, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the FUSA Pooling and Servicing Agreement“Indemnified Liabilities”); provided that the Borrowers shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the Chase Pooling and Servicing Agreementbad faith, the Indenture and gross negligence or willful misconduct of such Indemnitee or any Blue Sky Memorandum and the furnishing Related Person thereof, (y) are found by a final, non-appealable judgment of a court of competent jurisdiction to Underwriters and dealers of copies have resulted from a material breach of the Registration Statement and the Prospectus as herein provided, obligations of such Indemnitee or any Related Person thereof or (viz) the reasonable fees and disbursements result from any proceeding that is solely among Indemnitees (other than any proceeding against any Agent or Arranger or Person fulfilling a similar role in respect of the Bank’s counsel Facilities in its capacity or in fulfilling its role as such) and accountants, (vii) does not involve an act or omission by the reasonable fees and disbursements U.S. Borrower or any of its Affiliates. The agreements in this Section 11.6 shall survive repayment of the accountants Loans, Reimbursement Obligations and (viii) all costs and expenses other amounts payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partieshereunder.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will Lender and Borrower shall pay all costs and expenses incident to the performance their respective share of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing negotiation, preparation, execution and delivery of this Agreement and of each other Loan Document, including schedules and exhibits. Notwithstanding the foregoing, Borrower agrees to pay on demand all expenses of Lender (including word processing the reasonable fees and duplication costsout-of-pocket expenses of counsel to Lender and of local counsel, if any, who may be retained by counsel to Lender) in connection with (a) the negotiation, preparation, execution and delivery of any and all amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the transactions contemplated hereby are consummated; and (b) the filing, recording, refiling or rerecording of any Loan Document and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any Loan Document; and (c) the preparation and review of the form of any document or instrument relevant to this Agreement or any other Loan Document. Borrower further agrees to pay, and to save Lender harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the applicable Terms Agreementborrowings hereunder, or the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies issuance of the Registration Statement and the Prospectus as herein provided, Note or any other Loan Documents. Borrower also agrees to reimburse Lender upon demand for all reasonable out-of-pocket expenses (vi) the reasonable including attorneys’ fees and disbursements of the Bank’s counsel and accountants, (viilegal expenses) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency incurred by Lender in connection with (x) the rating negotiation of any restructuring or “work-out”, whether or not consummated, of any Obligations and (y) the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 enforcement of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partiesObligations.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will The Borrower agrees (a) to pay all costs and expenses incident to the performance of its obligations or reimburse each Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration syndication of the Facilities and the development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one firm of counsel to the Agents and the Lead Arranger, one regulatory counsel to the Agents and the Lead Arranger and a single firm of local counsel in each applicable jurisdiction, (b) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Lead Arranger, for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or reimburse the Agents and the Lead Arranger for their documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9 and audits performed pursuant to Section 6.1(l), and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including the fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx XXX), (x) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrower has otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of eligibility for investment whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders, the Agents and the Arrangers, and each of the Notes under the laws their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of such jurisdictions as the Underwriters may designate any kind or nature whatsoever (including the reasonable and documented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one regulatory counsel and a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and in the case of an actual or perceived conflict of interest, by another firm of counsel for the Underwriters affected Indemnitee)) other than Taxes (as to which Section 4.10 and their disbursements)Section 4.11 shall govern) with respect to the execution, (iv) all costs delivery, enforcement, performance and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery administration of this Agreement, the other Loan Documents, and any such other documents or the use or proposed use of proceeds of the Facilities, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable Terms Agreementto the operations of the Loan Parties and any of their Subsidiaries, or any of the Properties, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the FUSA Pooling and Servicing Agreement“Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the Chase Pooling and Servicing Agreementbad faith, the Indenture and gross negligence or willful misconduct of such Indemnitee or any Blue Sky Memorandum and the furnishing Related Person thereof, (y) are found by a final, non-appealable judgment of a court of competent jurisdiction to Underwriters and dealers of copies have resulted from a material breach of the Registration Statement and the Prospectus as herein provided, obligations of such Indemnitee or any Related Person thereof or (viz) the reasonable fees and disbursements result from any proceeding that is solely among Indemnitees (other than any proceeding against any Agent or Arranger or Person fulfilling a similar role in respect of the Bank’s counsel Facilities in its capacity or in fulfilling its role as such) and accountants, (vii) does not involve an act or omission by the reasonable fees and disbursements Borrower or any of its Affiliates. The agreements in this Section 11.6 shall survive repayment of the accountants Loans, Reimbursement Obligations and (viii) all costs and expenses other amounts payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partieshereunder.

Payment of Costs and Expenses. Except as otherwise specified in Each Borrower, jointly and severally, agrees (a) to pay or reimburse the applicable Terms Agreement, the Bank will pay all costs and expenses incident to the performance of its obligations Administrative Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration or qualification and determination of eligibility for investment syndication of the Notes under Facilities and the laws development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of such jurisdictions as the Underwriters may designate (transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one firm of counsel for to the Underwriters Administrative Agent and their disbursements)the Lead Arranger, one regulatory counsel to the Administrative Agent and the Lead Arranger and a single firm of local counsel in each applicable jurisdiction, (ivb) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, the Administrative Agent and the Lead Arranger, for all its documented costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses incurred in connection with the printing (including word processing and duplication costs) and delivery enforcement or preservation of any rights under this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture other Loan Documents and any Blue Sky Memorandum and such other documents, including the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable documented fees and disbursements of counsel to each Lender, the Bank’s Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel and accountantsto the Administrative Agent, (viic) to pay or reimburse the Administrative Agent and the Lead Arranger for their documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9, and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses Administrative Agent (including the fees and disbursements expenses of its counselCadwalader, Xxxxxxxxxx & Xxxx LLP and Fasken Xxxxxxxxx DuMoulin LLP), transfer taxes (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, the Administrative Agent and the Lead Arranger harmless from, any and all recording and filing fees and any advertising expenses and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrowers have otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with sales the execution and delivery of, or offers from consummation or administration of any of the Underwriters to third parties.transactions contemplated by, or any amendment, supplement or USActive 56005294.156005294.9 -243-

Payment of Costs and Expenses. Except as otherwise specified in To pay or cause to be paid the applicable Terms Agreement, the Bank will pay all following costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, hereunder: (i) all costs and expenses incident the Commission's filing fees with respect to the preparation, issuance, execution, authentication and delivery of the Publicly Registered Notes, ; (ii) all costs and expenses incident to fees of any rating agencies rating the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), Notes; (iii) all costs fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of the independent accountants relating to the letters referred to in Sections 6(a) and 6(t); (vii) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Indenture or the Sale and Servicing Agreement or under TALF; (viii) the cost of printing any preliminary and final prospectuses provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section 5(f)) relating to the Publicly Registered Notes and the Registration Statement; and (ix) any other fees and expenses incurred in connection with the registration or qualification and determination performance of eligibility for investment of its obligations hereunder. The Underwriters will pay the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all following costs and expenses related incident to any filing with the National Association performance of Securities Dealers, Inc., their obligations under this Agreement: (vi) all costs Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture state securities law qualifications and any Blue Sky Memorandum legal investment surveys; and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (viii) the reasonable fees and disbursements expenses of counsel to the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expensesUnderwriters. It is understood that, except Except as specifically provided in Sections 7, 9, 10 this subsection (h) and 13 of this AgreementSection 10, the Underwriters will pay all of their own fees, costs and expenses (expenses, including the fees and disbursements cost of its counsel)printing any agreement among underwriters, transfer taxes on resale of the Publicly Registered Notes by the Underwriters, and any advertising expenses in connection with sales or any offers from that the Underwriters to third partiesmay make.

Payment of Costs and Expenses. Except as otherwise specified in The Borrower agrees to pay on demand all reasonable expenses of the applicable Terms Agreement, Administrative Agent and the Bank will pay all costs Collateral Agent (including the reasonable fees and out-of-pocket expenses incident of counsel to the performance Administrative Agent and of its obligations local counsel, if any, who may be retained by counsel to the Administrative Agent) in connection with (a) the negotiation, preparation, execution and the obligations delivery of the Issuing Entity under this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the applicable Terms Agreementtransactions contemplated hereby are consummated, includingand (b) the filing, without limiting the generality recording, refiling or rerecording of each of the foregoingSecurity Documents and/or any Uniform Commercial Code financing statements relating thereto and all amendments, (i) supplements and modifications to any thereof and any and all costs and expenses incident other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the preparation, issuance, execution, authentication and delivery terms hereof or of the NotesSecurity Documents, and (iic) all costs the preparation and expenses incident to the preparation, printing and filing under the Act or the Exchange Act review of the Registration Statementform of any document or instrument relevant to this Agreement or any other Loan Document. Each Lender agrees to reimburse the Administrative Agent on demand for such Lender's pro rata share (based upon its respective Percentage) of any such costs or expenses not paid by the Borrower. The Borrower further agrees to pay, and to save the Administrative Agent, the Prospectus Collateral Agent and the Lenders harmless from all liability for, any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs and expenses incurred stamp or other similar taxes which may be payable in connection with the registration execution or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreementborrowings hereunder, or the issuance of the Notes or any other Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the FUSA Pooling Collateral Agent and Servicing Agreementeach Lender upon demand for all reasonable out-of-pocket expenses (including reasonable attorneys' fees and legal expenses) incurred by the Administrative Agent, the Chase Pooling Collateral Agent and Servicing Agreement, the Indenture and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (vi) the reasonable fees and disbursements of the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency such Lender in connection with (x) the rating negotiation of any restructuring or "work-out," whether or not consummated, of any Obligations and (y) the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 enforcement of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partiesObligations.

Payment of Costs and Expenses. Except as otherwise specified in To pay or cause to be paid the applicable Terms Agreement, the Bank will pay all following costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, hereunder: (i) all costs and expenses incident the Commission’s filing fees with respect to the preparation, issuance, execution, authentication and delivery of the Notes, ; (ii) all costs and expenses incident to fees of any rating agencies rating the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), Notes; (iii) all costs fees and expenses of the Indenture Trustee, the Delaware Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all reasonable fees and expenses of counsel to the Delaware Trustee; (vii) all fees and expenses of the independent accountants relating to the letter referred to in Section 6(a); (viii) all fees and expenses of accountants incurred in connection with the delivery of any accountants’ or auditors’ reports required pursuant to the Indenture or the Transfer and Servicing Agreement; (ix) the cost of printing any preliminary and final prospectuses provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section 5(f)) relating to the Notes and the Registration Statement; and (x) any other fees and expenses incurred in connection with the registration or qualification and determination performance of eligibility for investment of its obligations hereunder. The Underwriters will pay the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all following costs and expenses related incident to any filing with the National Association performance of Securities Dealers, Inc., their obligations under this Agreement: (vi) all costs Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture state securities law qualifications and any Blue Sky Memorandum legal investment surveys; and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (viii) the reasonable fees and disbursements expenses of counsel to the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expensesUnderwriters. It is understood that, except Except as specifically provided in Sections 7, 9, 10 this subsection (i) and 13 of this AgreementSection 10, the Underwriters will pay all of their own fees, costs and expenses (expenses, including the fees and disbursements cost of its counsel)printing any agreement among underwriters, transfer taxes on resale of the Notes by the Underwriters, and any advertising expenses in connection with sales or any offers from that the Underwriters to third partiesmay make.

Payment of Costs and Expenses. Except as otherwise specified in To pay or cause to be paid the applicable Terms Agreement, the Bank will pay all following costs and expenses incident to the performance of its obligations and the obligations of the Issuing Entity under this Agreement and the applicable Terms Agreement, including, without limiting the generality of the foregoing, hereunder: (i) the Commission's filing fees with respect to the Publicly Registered Notes; (ii) all fees of any rating agencies rating the Notes; (iii) all fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of the independent accountants relating to the letter referred to in Section 6(a); (vii) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Indenture or the Sale and Servicing Agreement; (viii) the cost of printing any preliminary and final prospectuses provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section The Underwriters will pay the following costs and expenses incident to the preparation, issuance, execution, authentication and delivery performance of the Notes, their obligations under this Agreement: (iii) all costs Blue Sky fees and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all costs as well as reasonable fees and expenses incurred of counsel in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreement, the FUSA Pooling and Servicing Agreement, the Chase Pooling and Servicing Agreement, the Indenture state securities law qualifications and any Blue Sky Memorandum legal investment surveys; and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, (viii) the reasonable fees and disbursements expenses of counsel to the Bank’s counsel and accountants, (vii) the reasonable fees and disbursements of the accountants and (viii) all costs and expenses payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expensesUnderwriters. It is understood that, except Except as specifically provided in Sections 7, 9, 10 this subsection (h) and 13 of this AgreementSection 10, the Underwriters will pay all of their own fees, costs and expenses (expenses, including the fees and disbursements cost of its counsel)printing any agreement among underwriters, transfer taxes on resale of the Publicly Registered Notes by the Underwriters, and any advertising expenses in connection with sales or any offers from that the Underwriters to third partiesmay make.

Payment of Costs and Expenses. Except as otherwise specified in the applicable Terms Agreement, the Bank will The Borrower agrees (a) to pay all costs and expenses incident to the performance of its obligations or reimburse each Agent and the obligations of the Issuing Entity under this Agreement Lead Arranger for all its reasonable and the applicable Terms Agreement, including, without limiting the generality of the foregoing, (i) all costs and expenses incident to the preparation, issuance, execution, authentication and delivery of the Notes, (ii) all costs and expenses incident to the preparation, printing and filing under the Act or the Exchange Act of the Registration Statement, the Prospectus and any preliminary prospectus and any Issuer Free Writing Prospectus (including in each case all exhibits, amendments and supplements thereto), (iii) all documented out-of-pocket costs and expenses incurred in connection with the registration syndication of the Facilities and the development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or qualification modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one firm of counsel to the Agents and the Lead Arranger, one regulatory counsel to the Agents and the Lead Arranger and a single firm of local counsel in each applicable jurisdiction, (b) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and the Lead Arranger, for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or reimburse the Agents and the Lead Arranger for their documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9 and audits performed pursuant to Section 6.1(l), and any other due diligence performed in connection with this Agreement and the other Loan Documents, including the reasonable and documented fees and disbursements of counsel to the Agents (including the fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and the Lead Arranger harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes (except to the extent the Borrower has otherwise indemnified such Person for such taxes under Section 4.11(b)), if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of eligibility for investment whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders, the Agents and the Arrangers, and each of the Notes under the laws their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of such jurisdictions as the Underwriters may designate any kind or nature whatsoever (including the reasonable and documented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one regulatory counsel and a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and in the case of an actual or perceived conflict of interest, by another firm of counsel for the Underwriters affected Indemnitee)) other than Taxes (as to which Section 4.10 and their disbursements)Section 4.11 shall govern) with respect to the execution, (iv) all costs delivery, enforcement, performance and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery administration of this Agreement, the other Loan Documents, and any such other documents or the use or proposed use of proceeds of the Facilities, including any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable Terms Agreementto the operations of the Loan Parties and any of their Subsidiaries, or any of the Properties, or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the FUSA Pooling and Servicing Agreement“Indemnified Liabilities”); provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the Chase Pooling and Servicing Agreementbad faith, the Indenture and gross negligence or willful misconduct of such Indemnitee or any Blue Sky Memorandum and the furnishing Related Person thereof, (y) are found by a final, non-appealable judgment of a court of competent jurisdiction to Underwriters and dealers of copies have resulted from a material breach of the Registration Statement and the Prospectus as herein provided, obligations of such Indemnitee or any Related Person thereof or (viz) the reasonable fees and disbursements result from any proceeding that is solely among Indemnitees (other than any proceeding against any Agent or Arranger or Person fulfilling a similar role in respect of the Bank’s counsel Facilities in its capacity or in fulfilling its role as such) and accountants, (vii) does not involve an act or omission by the reasonable fees and disbursements Borrower or any of its Affiliates. The agreements in this Section 11.6 shall survive repayment of the accountants Loans, Reimbursement Obligations and (viii) all costs and expenses other amounts payable to each Note Rating Agency in connection with the rating of the Notes, except that the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partieshereunder.

Payment of Costs and Expenses. Except as otherwise specified in The Borrowers agree jointly and severally to pay on demand all reasonable expenses of the applicable Terms AgreementAdministrative Agent, the Bank will pay all costs Syndication Agent and Senior Managing Agent, the Issuer and the Arranger (including the reasonable fees, disbursements and out-of-pocket expenses incident of Mayer, Brown, Xxxx & Maw LLP, counsel to the performance Administrative Agent, and of its obligations and local counsel, if any, who may be retained by said counsel) in connection with (a) the obligations due diligence, negotiation, preparation, execution, delivery, administration (including the maintenance of the Issuing Entity under Copano Accounts, if any) and syndication of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Loan Document as may from time to time hereafter be required, whether or not the applicable Terms Agreementtransactions contemplated hereby are consummated; (b) the filing, includingrecording, without limiting the generality refiling or rerecording of the foregoingMortgages, the Security Agreements, the Pledge Agreements and/or the other Security Documents (iincluding any Uniform Commercial Code financing statements relating thereto) and all costs amendments, supplements and expenses incident modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the preparation, issuance, execution, authentication and delivery terms hereof or of the NotesMortgages, the Pledge Agreements, the Security Agreements and/or other Security Documents; and (iic) all costs the preparation and expenses incident to the preparation, printing and filing under the Act or the Exchange Act review of the Registration Statementform of any document or instrument relevant to this Agreement or any other Loan Document. Each Lender agrees to reimburse the Administrative Agent and the Issuer on demand for such Lender's pro rata share (based upon its respective Percentage) of any such costs or expenses not paid by the Borrowers. The Borrowers further agree jointly and severally to pay, and to save the Administrative Agent, the Prospectus Syndication Agent, the Senior Managing Agent, the Arranger, the Issuer and the Lenders harmless from all liability for, any preliminary prospectus and stamp, court or documentary taxes or any Issuer Free Writing Prospectus (including in each case all exhibitsother excise or property taxes or other taxes, amendments and supplements thereto), (iii) all costs and expenses incurred charges or similar levies which may be payable in connection with the execution, delivery, performance, enforcement or registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Underwriters may designate (including fees of counsel for the Underwriters and their disbursements), (iv) all costs and expenses related to any filing with the National Association of Securities Dealers, Inc., (v) all costs and expenses in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the applicable Terms Agreementother Loan Documents, the FUSA Pooling Borrowings hereunder, or the issuance of the Notes. The Borrowers also agree jointly and Servicing Agreementseverally to reimburse the Administrative Agent, the Chase Pooling and Servicing AgreementSyndication Agent, the Indenture Senior Managing Agent, the Issuer, the Arranger and any Blue Sky Memorandum and the furnishing to Underwriters and dealers of copies of the Registration Statement and the Prospectus as herein provided, each Lender upon demand for all reasonable out-of-pocket expenses (vi) the reasonable including attorneys' fees and disbursements of legal expenses) incurred by the Bank’s counsel and accountantsAdministrative Agent, (vii) the reasonable fees and disbursements of Syndication Agent, the accountants and (viii) all costs and expenses payable to each Note Rating Agency Senior Managing Agent, the Issuer, the Arranger or such Lender in connection with (x) the rating negotiation of any restructuring or "work-out", whether or not consummated, of any Obligations and (y) the enforcement of any Obligations or of the Notes, except that provisions of the Underwriters agree to reimburse the Bank for an amount, if any, specified in the applicable Terms Agreement on the Closing Date for application toward such expenses. It is understood that, except as specifically provided in Sections 7, 9, 10 and 13 of this Agreement, the Underwriters will pay all of their own fees, costs and expenses (including the fees and disbursements of its counsel), transfer taxes and any advertising expenses in connection with sales or offers from the Underwriters to third partiesLoan Documents.