Common use of Payment of Costs and Expenses Clause in Contracts

Payment of Costs and Expenses. The Obligors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank and each initial Investor (including the reasonable fees and out-of-pocket expenses of one external counsel for the Series 2021-1 Class A-1 Administrative Agent, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor harmless from all liability for (x) any breach by the Co-Issuers of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing hereunder, (3) the issuance of the Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor for any of the fees and/or expenses incurred by such Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers of its their obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors jointly and severally agree Master Issuer agrees to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities Master Issuer further jointly and severally agree agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities Master Issuer also jointly and severally agree agrees to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Master Issuer shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors jointly and severally agree Master Issuer agrees to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities Master Issuer further jointly and severally agree agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212019-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities Master Issuer also jointly and severally agree agrees to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Master Issuer shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212019-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors jointly and severally agree Master Issuer agrees to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities Master Issuer further jointly and severally agree agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212015-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities Master Issuer also jointly and severally agree agrees to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Master Issuer shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212015-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Issuer and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 20212020-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or and (B) on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing), if any, and one external counsel for the initial Investors any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) Agency in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 20212020-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers Issuer and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, foregoing (excluding fees and expenses of in-house counsel), if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212020-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers Issuer and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212020-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212012-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to the Series 2021-1 Class A-1 Administrative Agent, the initial Funding Agents and the initial Lender Parties and, if reasonably necessary, one local counsel in any relevant jurisdiction, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (includingconsummated, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)proposed. The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold (i) all reasonable costs incurred by the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor harmless from all liability for (x) Lender Party in the enforcement of, or any breach by the Co-Issuers of its obligations related waiver or amendment requested under this Agreementor with respect to, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with any other of the Related Documents or the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Related Documents (including the reasonable fees and out-of-pocket expenses of one counsel to the Administrative Agent, the Funding Agents and the Lender Parties and, if reasonably necessary, one local counsel in any relevant jurisdiction and of such other counsel in the event of a perceived or actual of conflict of interest) and (zii) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212012-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Related Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor for any of the fees and/or expenses incurred by such Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 20212018-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or and (B) on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 20212018-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Transaction Related Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Related Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the any Co-Issuers Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Related Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212018-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Related Documents. The Co-Issuers and the Asset Entities Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with the enforcement of this Agreement or any other Transaction Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212018-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture be distributed subject to and in accordance with the Priority of Payments)pay, on the Series 20212007-1 Closing Date (if invoiced at least one (1) Business Day prior to on or before such date) or on or before the next succeeding Payment Date immediately 15 days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution execution, delivery and delivery administration of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (includingconsummated, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)proposed. The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers of its their obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including Lender Party in enforcing this Agreement and (z) any Non-Excluded Taxes which may be payable in connection with the execution or delivery of this Agreement, any Borrowing or Swingline Loan hereunder, or the issuance of the Series 2007-1 Class A-1 Notes, any Letter of Credit or any other Transaction Documents. The Co-Issuers also jointly and severally agree to reimburse the Class A-1 Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable fees and out-of-pocket expenses of counsel to each of incurred by the foregoingClass A-1 Administrative Agent, including, for the avoidance of doubt, fees such Funding Agent and expenses of in-house counsel, if any, in enforcing this Agreement or such Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (12) the execution enforcement of, or delivery of this Agreementany waiver or amendment requested under or with respect to, (2) any Borrowing hereunder, (3) the issuance of the Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other of the Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212007-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture to be distributed subject to and in accordance with the Priority of Payments), on the Series 20212023-1 2 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 20212023-1 2 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor (including the reasonable fees and out-of-pocket expenses of one external counsel for the Series 20212023-1 2 Class A-1 Administrative Agent, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating AgenciesAgency) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 20212023-1 2 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Obligors. The Co-Issuers Issuer and the each Asset Entities Entity further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 20212023-1 2 Class A-1 Administrative Agent, each Funding Agent and each Investor harmless from all liability for (x) any breach by the Co-Issuers Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 20212023-1 2 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing hereunder, (3) the issuance of the Series 20212023-1 2 Class A-1 Notes, Notes or (4) any Letter the execution or delivery of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers Issuer and the each Asset Entities Entity also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 20212023-1 2 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 20212023-1 2 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers Issuer and/or the an Asset Entities Entity shall have no obligation to reimburse any Investor for any of the fees and/or expenses incurred by such Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212023-1 2 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 20212019-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or and (B) on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 20212019-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the any Co-Issuers Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212019-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers and the Asset Entities Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212019-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. (i) The Obligors jointly Borrower agrees to pay, promptly and severally agree to pay (by depositing such amounts into in any event on the applicable account maintained pursuant to the Indenture be distributed next Settlement Date subject to and in accordance with the Priority of Payments, the reasonable and documented out- of-pocket costs, fees and expenses of the Administrative Agent in connection with: (w) the negotiation, preparation, execution, delivery, and administration of this Agreement and the other Transaction Documents, (x) any required filings or recordings with any applicable Governmental Authority, (y) subject to the terms of Sections 5.02(g) and 6.01(i), the periodic due diligence reviews, AUP Letters, any other periodic auditing or inspection, and ongoing monitoring of the Facility which, if no Amortization Event, Default or Event of Default has occurred and is continuing, shall not exceed, in the case of this clause (y), in the aggregate $[*****] per contract year with respect to amounts charged therefor by or reimbursable to the Administrative Agent, and (z) legal services (but subject to a cap of $[*****] for the legal fees arising in connection with the initial negotiating, documenting and closing of the Transaction Documents). (ii) The Borrower agrees to pay, promptly and in any event on the Series 2021-1 Closing next Settlement Date (if invoiced at least one (1) Business Day prior subject to such date) or on or before the next succeeding Payment Date immediately after written demand (in all other cases)Priority of Payments, all reasonable documented out-of-of- pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank and each initial Investor (including the reasonable fees and out-of-pocket expenses of one external counsel for the Series 2021-1 Class A-1 Administrative Agent, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubtcosts, fees and expensesexpenses (including reasonable legal costs, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of a single outside counsel) incurred by the Rating Agencies) in connection with Administrative Agent, Backup Servicer (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateif applicable), the administration of this Agreement and of each other Transaction Document and the taking of or any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect Lender as a consequence of, or legal advice with respect to its rights or responsibilities underin connection with, this Agreement and of each other Transaction Document; and (iiA) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor harmless from all liability for (x) any breach by the Co-Issuers of its obligations under this AgreementDocument, (yB) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, ,” whether or not consummated, of the Transaction Documents Documents, (C) the replacement of, or the addition of a new Person as, the Servicer, Account Bank, or Custodian, and (z) any Non-Excluded Taxes that may be payable in connection with (1D) the execution enforcement or delivery of this Agreement, (2) any Borrowing hereunder, (3) the issuance of the Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the potential enforcement of this Agreement or any other Transaction Documents. Notwithstanding Document against the foregoingBorrower, other than in connection with a sale Seller or assignment pursuant to Section 9.18(a)Servicer or protection or exercise of the rights and remedies of any such Person under any Transaction Document, including, without limitation, the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse taking of any Investor for any of the fees and/or expenses incurred by such Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.Enforcement Action. (b)

Payment of Costs and Expenses. The Obligors jointly and severally agree Master Issuer agrees to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212017-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery 58 of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment ExpensesCosts”). The Co-Issuers and the Asset Entities Master Issuer further jointly and severally agree agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212017-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities Master Issuer also jointly and severally agree agrees to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “workout”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Master Issuer shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212017-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.. (b)

Payment of Costs and Expenses. The Obligors Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212017-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers of its their obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212017-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212017-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors jointly and severally agree Master Issuer agrees to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities Master Issuer further jointly and severally agree agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212022-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities Master Issuer also jointly and severally agree agrees to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Master Issuer shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212012-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (includingconsummated, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)proposed. The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers of its their obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212012-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Related Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction of the Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212012-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Issuer and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture be distributed subject to and in accordance with the Priority of PaymentsPayments or from proceeds of drawings hereunder), on the Series 20212020-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers Issuer and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, foregoing (excluding fees and expenses of in-house counselcounsel other than any fees or expenses of in-house counsel incurred in connection with travel related to litigation, if anywhich such fees and expenses shall be included), in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212020-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers Issuer and the Asset Entities Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor Lender Party upon demand for all reasonable out-of-of- pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers Issuer and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212020-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Master Issuer and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 20212022-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or (B) on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing), if any, and one external counsel for the initial Investors any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) Agencies in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 20212022-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors Securitization Entities (the any amounts under this clause (ii), “Class A-1 Amendment Expenses”). The Co-Issuers Master Issuer and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, foregoing (excluding fees and expenses of in-house counsel), if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Related Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing hereunder, (3) the issuance of the Series 20212022-1 Class A-1 Notes, (43) any Letter of Credit hereunder or (54) any other Transaction Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other Transaction Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers Master Issuer and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture be distributed subject to and in accordance with the Priority of Payments)pay, on the Series 20212007-1 Closing Date (if invoiced at least one (1) Business Day prior to on or before such date) or on or before the next succeeding Payment Date immediately 15 days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (includingconsummated, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)proposed. The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers of its their obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including Lender Party in enforcing this Agreement and (z) any Non-Excluded Taxes which may be payable in connection with the execution or delivery of this Agreement, any Borrowing or Swingline Loan hereunder, or the issuance of the Series 2007-1 Class A-1 Notes, any Letter of Credit or any other Related Documents. The Co-Issuers also jointly and severally agree to reimburse the Administrative Agent, such Funding Agent and such Lender Party upon demand for all reasonable fees and out-of-pocket expenses of counsel to each of incurred by the foregoingAdministrative Agent, including, for the avoidance of doubt, fees such Funding Agent and expenses of in-house counsel, if any, in enforcing this Agreement or such Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Related Documents and (z) any Non-Excluded Taxes that may be payable in connection with (12) the execution enforcement of, or delivery of this Agreementany waiver or amendment requested under or with respect to, (2) any Borrowing hereunder, (3) the issuance of the Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other Transaction of the Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212007-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212022-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (includingconsummated, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers of its their obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Related Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212022-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Related Documents. The Co-Issuers and the Asset Entities Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor Lender Party upon demand for all reasonable documented out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with the enforcement of this Agreement or any other Transaction Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Issuer and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212016-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel total for the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (includingconsummated; provided; however, without limitationthat the aggregate fees of counsel payable hereunder shall not exceed $60,000, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers Issuer and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor Lender Party including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212016-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers Issuer and the Asset Entities Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers Issuer and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212016-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors jointly and severally agree Master Issuer agrees to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities Master Issuer further jointly and severally agree agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Indemnified Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212018-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities Master Issuer also jointly and severally agree agrees to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Master Issuer shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212018-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors jointly and severally agree Master Issuer agrees to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities Master Issuer further jointly and severally agree agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Indemnified Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212022-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities Master Issuer also jointly and severally agree agrees to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Master Issuer shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Each Borrower, jointly and severally agree severally, agrees (a) to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, reimburse each initial Funding AgentAgent and, the Letter of Credit Provider Lead Arranger and each L/C Issuing Bank and each initial Investor (including the reasonable fees and out-of-pocket expenses of one external counsel Amendment Arranger for the Series 2021-1 Class A-1 Administrative Agent, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such all its reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor harmless from all liability for (x) any breach by the Co-Issuers of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs and expenses incurred by in connection with the Series 2021-1 Class A-1 Administrative Agentsyndication of the Facilities and the development, such Funding Agent preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or such Investor 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 out-of-pocket disbursements of one firm of counsel to the Agents and, the Lead Arranger and the Amendment Arranger, one regulatory counsel to the Agents and, the Lead Arranger and the Amendment Arranger and a single firm of local counsel in each applicable jurisdiction, (b) to pay or reimburse each Lender, the Swing Line Lender, each Issuing Lender, each Agent and, the Lead Arranger and the Amendment Arranger, for all its documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Amendment Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the foregoingAgents, including(c) to pay or reimburse the Agents and, the Lead Arranger and the Amendment Arranger for their documented costs and expenses incurred in connection with inspections performed pursuant to Section 7.9 and audits performed pursuant to Section 6.1(l), and any other due diligence performed in connection with this Agreement and the avoidance other Loan Documents, including the reasonable and documented fees and disbursements of doubt, counsel to the Agents (including the fees and expenses of in-house counselXxxxxxx Xxxxxxx & Xxxxxxxx LLP), (d) to pay, indemnify, and hold each Lender, the Swing Line Lender, the Issuing Lenders, each Agent and, the Lead Arranger and the Amendment 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, in enforcing this Agreement which may be payable or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may determined to be payable in connection with (1) the execution and delivery of, or delivery consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent (including the determination of whether or not any such waiver or consent is required) under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) on a net after-Tax basis, to pay, indemnify, and hold each Lender, the Issuing Lenders, the Agents and the Arrangers, and each of their respective officers, employees, directors, trustees, agents, advisors, affiliates, partners and controlling persons (each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including the reasonable and documented fees and expenses of one firm of counsel for all Indemnitees, taken as a whole, and if necessary, one regulatory counsel and a single firm of local counsel in each appropriate jurisdiction for all Indemnitees, taken as a whole (and in the case of an actual or perceived conflict of interest, by another firm of counsel for the affected Indemnitee)) other than Taxes (as to which Section 4.10 and Section 4.11 shall govern) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, (2) the other Loan Documents, and any Borrowing hereunder, (3) such other documents or the issuance use or proposed use of proceeds of the Series 2021-1 Class A-1 NotesFacilities, (4) including any Letter of Credit hereunder the foregoing relating to the violation of, noncompliance with or (5) liability under, any other Transaction Documents. The Co-Issuers Environmental Law applicable to the operations of the Loan Parties and any of their Subsidiaries, or any of the Asset Entities also jointly and severally agree Properties, or any actual or prospective claim, litigation, investigation or proceeding relating to reimburseany of the foregoing, subject to and in accordance with the Priority of Paymentswhether based on contract, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement tort or any other Transaction Documents. Notwithstanding theory and regardless of whether any Indemnitee is a party thereto (all the foregoing, other than foregoing in connection with a sale or assignment pursuant to Section 9.18(athis clause (e), collectively, the Co-Issuers and/or “Indemnified Liabilities”); provided that the Asset Entities Borrowers shall have no obligation hereunder to reimburse any Investor for any of the fees and/or expenses incurred by such Investor Indemnitee with respect to its sale 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 bad faith, gross negligence or assignment willful misconduct of all such Indemnitee or any part Related Person thereof, (y) are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from aany material breach of the 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 any Agent or Arranger or Person fulfilling a similar role in respect of the Facilities in its capacity or in fulfilling its role as such) and does not involve an act or omission by the U.S. Borrower or any of its respective rights Affiliates. The agreements in this Section 11.6 shall survive repayment of the Loans, Reimbursement Obligations and obligations under this Agreement and the Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17all other amounts payable hereunder.

Payment of Costs and Expenses. The Obligors Issuer Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212019-1 3 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (includingconsummated, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager ManagerManagers or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The CoIssuerCo-Issuers and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Issuer Co-Issuers of its itstheir obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212019-1 3 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The CoIssuerCo-Issuers and the Asset Entities Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor Lender Party upon demand for all reasonable documented out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Issuer Co-Issuers and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212019-1 3 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors jointly and severally agree Master Issuer agrees to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities Master Issuer further jointly and severally agree agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212020-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities Master Issuer also jointly and severally agree agrees to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Master Issuer shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212020-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212015-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers of its their obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212015-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212015-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Borrower and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 20212022-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or (B) on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Advance Funding Provider (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing), if any, and one external counsel for the initial Investors any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) Agencies in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ Advance Funding Provider’s due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 20212022-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers Borrower and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Advance Funding Provider harmless from all liability for (x) any breach by the Co-Issuers Borrower of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, Agent and such Advance Funding Agent or such Investor Provider including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, foregoing (excluding fees and expenses of in-house counsel), if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Related Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this AgreementAgreement , or (2) any Borrowing hereunder, (3) the issuance of the Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other Transaction Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers Borrower and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Advance Funding Provider for any of the fees and/or expenses incurred by such Investor Advance Funding Provider with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Issuer and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212019-1 3 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (includingconsummated, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers Issuer and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212019-1 3 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers Issuer and the Asset Entities Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor Lender Party upon demand for all reasonable documented out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers Issuer and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212019-1 3 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Each Borrower, jointly and severally agree severally, agrees (a) to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, reimburse each initial Funding Agent, the Letter of Credit Provider Lead Arranger and each L/C Issuing Bank and each initial Investor (including the reasonable fees and out-of-pocket expenses of one external counsel Amendment Arranger for the Series 2021-1 Class A-1 Administrative Agent, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such all its reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor harmless from all liability for (x) any breach by the Co-Issuers of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or incurred in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, syndication of the Transaction Facilities and the development, preparation, negotiation, execution, delivery and administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and (z) any Non-Excluded Taxes that may be payable other documents prepared in connection with (1) herewith or therewith, and the execution or delivery consummation and administration of this Agreementthe transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of one firm of counsel to the Agents, the Lead Arranger and the Amendment Arranger, one regulatory counsel to the Agents, the Lead Arranger and the Amendment Arranger and a single firm of local counsel in each applicable jurisdiction, (2b) any Borrowing hereunderto pay or reimburse each Lender, (3) the issuance of Swing Line Lender, each Issuing Lender, each Agent, the Series 2021-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers Lead Arranger and the Asset Entities also jointly and severally agree to reimburseAmendment Arranger, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket its documented costs and expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement or preservation of any rights under this Agreement Agreement, the other Loan Documents and any such other documents, including the documented fees and disbursements of counsel to each Lender, the Lead Arranger, the Amendment Arranger, the Swing Line Lender and each Issuing Lender and of counsel to the Agents, (c) to pay or any other Transaction Documents. Notwithstanding reimburse the foregoingAgents, other than the Lead Arranger and the Amendment Arranger for their documented costs and expenses incurred in connection with a sale or assignment inspections performed pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor for any of the fees and/or expenses incurred by such Investor with respect to its sale or assignment of all or any part of its respective rights 7.9 and obligations under this Agreement and the Series 2021-1 Class A-1 Notes audits performed pursuant to Section 9.03 or Section 9.17.Section

Payment of Costs and Expenses. The Obligors Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 20212022-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or and (B) on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 20212022-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or and response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the any Co-Issuers Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212022-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers and the Asset Entities Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or and the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or and expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212022-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212019-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”). The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers of its their obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212019-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212019-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212018-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor (including the reasonable fees and out-of-pocket expenses of one external counsel for the Series 2021-1 Class A-1 Administrative Agent), if any, and one external counsel for the initial Investors any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating AgenciesAgency) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ Purchaser’s due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 20212018-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Property Manager or the Obligors Co-Issuers (the “Class A-1 A Amendment Expenses”). The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor harmless from all liability for (x) any breach by the Co-Issuers of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing hereunder, (3) the issuance of the Series 20212018-1 Class A-1 Notes, A Notes or (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor for any of the fees and/or expenses incurred by such Investor with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 2021-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.46 DMSLIBRARY01\32647597

Payment of Costs and Expenses. The Obligors jointly and severally agree Master Issuer agrees to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 2021-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment ExpensesCosts”). The Co-Issuers and the Asset Entities Master Issuer further jointly and severally agree agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212015-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities Master Issuer also jointly and severally agree agrees to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Master Issuer shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212015-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212014-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (includingconsummated, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)proposed. The Co-Issuers and the Asset Entities further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers of its their obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212014-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Related Documents. The Co-Issuers and the Asset Entities also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “work-out”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction Related Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212014-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors jointly and severally agree Master Issuer agrees to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212019-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately seven (7) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing, if any, and one external counsel for the initial Investors (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel, as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Related Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 2021“Pre-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such dateCosts”), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Related Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment ExpensesCosts”). The Co-Issuers and the Asset Entities Master Issuer further jointly and severally agree agrees to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Master Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, Lender Party in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212019-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction DocumentsRelated Documents (“Other Post-Closing Expenses”). The Co-Issuers and the Asset Entities Master Issuer also jointly and severally agree agrees to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor such Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with (1) the negotiation of any restructuring or “workout”, whether or not consummated, of the Related Documents and (2) the enforcement of of, or any waiver or amendment requested under or with respect to, this Agreement or any other Transaction DocumentsRelated Documents (“Out-of-Pocket Expenses”). Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Master Issuer shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212019-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Co-Issuers and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), on the Series 20212017-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 each Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for the Series 2021-1 Class A-1 each Administrative Agent, if any, and one Agent (for a total of two external counsel for the initial Investors foregoing), if any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating Agencies) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and fees incurred on or before the Series 20212017-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 each Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the any Co-Issuers Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 such Administrative Agent, such Funding Agent or such Investor Lender Party including the reasonable fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, fees and expenses of in-house counsel, if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212017-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers and the Asset Entities Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 each Administrative Agent, such Funding Agent and Investor Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 such Administrative Agent, such Funding Agent and such Investor Lender Party in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212017-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.

Payment of Costs and Expenses. The Obligors Issuer and the Guarantors jointly and severally agree to pay (by depositing such amounts into the applicable account maintained pursuant Collection Account to the Indenture be distributed subject to and in accordance with the Priority of Payments), (A) on the Series 20212018-1 Closing Date (if invoiced at least one (1) Business Day prior to such date) or and (B) on or before the next succeeding Payment Date immediately five (5) Business Days after written demand (in all other cases), all reasonable documented out-of-pocket expenses of the Series 2021-1 Class A-1 Administrative Agent, each initial Funding Agent, the Letter of Credit Provider and each L/C Issuing Bank Agent and each initial Investor Lender Party (including the reasonable fees and out-of-pocket expenses of one external counsel for to each of the Series 2021-1 Class A-1 Administrative Agentforegoing), if any, and one external counsel for the initial Investors any (but excluding, for the avoidance of doubt, fees and expenses, whether allocated or otherwise, in respect of in-house counsel), as well as the fees and expenses of the Rating AgenciesAgency) in connection with (i) the negotiation, preparation, execution and delivery of this Agreement and of each other Transaction Document, including schedules and exhibits, whether or not the transactions contemplated hereby or thereby are consummated (including, without limitation, such reasonable and documented out-of-pocket expenses for the Committed Note Purchasers’ due diligence investigation, consultants’ fees and travel expenses and such fees incurred on or before the Series 20212018-1 Closing Date to the extent invoiced at least one (1) Business Day prior to such date), the administration and syndication of this Agreement and of each other Transaction Document and the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, this Agreement and of each other Transaction Document; and (ii) any amendments, waivers, consents, supplements or other modifications to this Agreement or any other Transaction Document as may from time to time hereafter be proposed by the Manager or the Obligors (the “Class A-1 Amendment Expenses”)Securitization Entities. The Co-Issuers Issuer and the Asset Entities Guarantors further jointly and severally agree to pay, subject to and in accordance with the Priority of Payments, and to hold the Series 2021-1 Class A-1 Administrative Agent, each Funding Agent and each Investor Lender Party harmless from all liability for (x) any breach by the Co-Issuers Issuer of its obligations under this Agreement, (y) all reasonable documented out-of-pocket costs incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent or such Investor Lender Party including the reasonable and documented fees and out-of-pocket expenses of counsel to each of the foregoing, including, for the avoidance of doubt, foregoing (excluding fees and expenses of in-house counsel), if any, in enforcing this Agreement or in connection with the negotiation of any restructuring or “work-out”, whether or not consummated, of the Transaction Documents and (z) any Non-Excluded Taxes that may be payable in connection with (1) the execution or delivery of this Agreement, (2) any Borrowing or Swingline Loan hereunder, (3) the issuance of the Series 20212018-1 Class A-1 Notes, (4) any Letter of Credit hereunder or (5) any other Transaction Documents. The Co-Issuers Issuer and the Asset Entities Guarantors also jointly and severally agree to reimburse, subject to and in accordance with the Priority of Payments, the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and Investor Lender Party upon demand for all reasonable out-of-pocket expenses incurred by the Series 2021-1 Class A-1 Administrative Agent, such Funding Agent and such Investor Lender Party in connection with the enforcement of this Agreement or any other Transaction Documents. Notwithstanding the foregoing, other than in connection with a sale or assignment pursuant to Section 9.18(a), the Co-Issuers Issuer and/or the Asset Entities Guarantors shall have no obligation to reimburse any Investor Lender Party for any of the fees and/or expenses incurred by such Investor Lender Party with respect to its sale or assignment of all or any part of its respective rights and obligations under this Agreement and the Series 20212018-1 Class A-1 Notes pursuant to Section 9.03 or Section 9.17.