Expenses; Indemnification. (a) The Borrowers shall jointly and severally reimburse the Administrative Agent and Lead Arrangers for any reasonable out-of-pocket costs and expenses (including fees, disbursements and other charges of one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) primary counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) local counsel in such relevant jurisdictions engaged by primary counsel) paid or incurred by the Administrative Agent and Lead Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers for any out-of-pocket costs and expenses (including fees, disbursements and other charges of attorneys for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB, any Lender, the Swingline Lender or any Issuer in connection with the collection and enforcement of the Loan Documents.

Expenses; Indemnification. (a)Expenses. The Borrowers shall jointly and severally reimburse the Administrative Agent and Leadthe Arrangers for any reasonable costs and out-of-pocket costsexpenses (including reasonable fees and expenses (including fees, disbursements and other charges of one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) primary counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) local counsel in such relevant jurisdictions engaged by primary counsel)each applicable jurisdiction for the Administrative Agent, and additional counsels in light of actual or potential conflicts of interest or the availability of different claims or defenses) paid or incurred by the Administrative Agent and Leador the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, distribution (including(including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents.Documents, including (without limiting the generality of the foregoing), consultant’s fees and expenses (provided, so long as no Default or Unmatured Default has occurred and is continuing, such consultant is engaged with the consent of ​). The Borrowers also jointly and severally agree to reimburse the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline LenderArrangers and the IssuersLenders for any reasonable costs and out-of-pocket costs and expenses (including fees, disbursementsreasonable attorneys’ and otherparalegals’ fees and time charges of attorneysoutside counsel and paralegals for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline LenderArrangers and the Issuers)Lenders) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB, any Lender, the Swingline LenderArrangers or any IssuerLender in connection with the collection of the Secured Obligations and protection of rights under, and enforcement of, the Loan Documents, including any such expenses incurred during any workout, restructuring or negotiations in respect of any of the Loan Documents.Secured Obligations.

Expenses; Indemnification. (a)Expenses. The Borrowers shall jointly and severally reimburse the Administrative Agent and Leadthe Arrangers for any reasonable costs and out-of-pocket costsexpenses (including reasonable fees and expenses (including fees, disbursements and other charges of one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) primary counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) local counsel in such relevant jurisdictions engaged by primary counsel)each applicable jurisdiction for the Administrative Agent, and additional counsels in light of actual or potential conflicts of interest or the availability of different claims or defenses) paid or incurred by the Administrative Agent and Leador the Arrangers in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, distribution (including(including, without limitation, via the internet), review, amendment, modification, and administration of the Loan Documents.Documents, including (without limiting the generality of the foregoing), consultant’s fees and expenses (provided, so long as no Default or Unmatured Default has occurred and is continuing, such consultant is engaged with the consent of the Company). The Borrowers also jointly and severally agree to reimburse the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline LenderArrangers and the IssuersLenders for any reasonable costs and out-of-pocket costs and expenses (including fees, disbursementsreasonable attorneys’ and otherparalegals’ fees and time charges of attorneysoutside counsel and paralegals for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline LenderArrangers and the Issuers)Lenders) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB, any Lender, the Swingline LenderArrangers or any IssuerLender in connection with the collection of the Secured Obligations and protection of rights under, and enforcement of, the Loan Documents, including any such expenses incurred during any workout, restructuring or negotiations in respect of any of the Loan Documents.Secured Obligations.

Expenses; Indemnification. (a)(i) The BorrowersBorrower shall jointly and severally reimburse the Administrative Agent and Lead Arrangersthe Arranger for any reasonable costs, internal charges and out-of-pocket costs and expenses (including fees, disbursementsreasonable attorneys’ fees and other charges of one (subject to a good faith determination by an affected party that additional counsel is requiredattorneys for conflicts reasons) primary counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) local counsel in such relevant jurisdictions engaged by primary counsel)the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent and Lead Arrangersor the Arranger in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administration of the Loan Documents. The BorrowersBorrower also jointly and severally agreeagrees to reimburse the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the SwinglineArranger and each Lender and the Issuers for any costs, internal charges and out-of-pocket costs and expenses (including fees, disbursementsattorneys’ fees and othertime charges of attorneys for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders,Arranger and such Lender, which attorneys may be employees of the Swingline Lender andAdministrative Agent, the Issuers)Arranger or such Lender) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB, any Lender, the Swingline LenderArranger or any IssuerLender in connection with the collection and enforcement of the Loan Documents. Expenses being reimbursed by the Borrower under this Section include costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time U.S. Bank may prepare and may distribute to [[Organization B:Organization]] (but shall have no obligation or duty to prepare or to distribute to [[Organization B:Organization]]) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by U.S. Bank from information furnished to it by or on behalf of the Borrower, after U.S. Bank has exercised its rights of inspection pursuant to this Agreement.

Section # Expenses; Indemnification.Indemnity; Limitation on Liability. (a) The Borrowers​ shall jointlypay # all reasonable and severally reimbursedocumented out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Lead Arrangers and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and any amendments, modifications or waivers of the provisions hereof and # all reasonable and documented out-of-pocket costs and expenses (including fees, disbursements and other charges of one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) primary counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) local counsel in such relevant jurisdictions engaged by primary counsel) paid or incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and Lead Arrangersdisbursements of any counsel for the Administrative Agent or [[Organization A:Organization]], in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administrationenforcement or protection of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers for any out-of-pocket costs and expenses (including fees, disbursements and other charges of attorneys for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB, any Lender, the Swingline Lender or any Issuerits rights in connection with the collection and enforcement of the Loan Documents.this Agreement.

Section # Expenses; Indemnification.Indemnity; Damage Waiver. (a) The BorrowersBorrower shall jointlypay # all reasonable and severally reimburse the Administrative Agent and Lead Arrangers for any reasonable out-of-documented out of pocket costs and expenses (includingincurred by the Administrative Agent, the Issuing Banks, the Lenders, the Arrangers and their respective Affiliates (including, without limitation, the reasonable and documented fees and disbursements of one primary firm of counsel for the Administrative Agent, the Issuing Banks, the Lenders and the Arrangers, taken as a whole) in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement, any other Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that the Borrower’s obligations under this clause (a)(i) solely with respect to the preparation, execution and delivery of the Loan Documents on the Effective Date shall be subject to the limitations provided for in the Engagement Letter, and # all reasonable and documented costs and expenses incurred by the Administrative Agent, the Issuing Banks, the Arrangers or any [[Organization C:Organization]] (including, without limitation, the reasonable and documented fees, disbursements and other charges of one (subject toprimary firm of counsel for the Administrative Agent, the Issuing Banks, the Lenders and the Arrangers, taken as a good faith determination by an affected party that additional counsel is required for conflicts reasons) primarywhole (and if reasonably necessary, of a single regulatory counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons)single local counsel in such relevant jurisdictions engaged by primary counsel) paideach appropriate jurisdiction and, in the case of an actual or incurred bypotential conflict of interest where the Administrative AgentAgent, the Issuing Banks, any [[Organization C:Organization]] or any Arranger affected by such conflict informs the Borrower of such conflict and Lead Arrangersthereafter retains its own counsel, of another primary firm of counsel for such affected person (and if reasonably necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction))), in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification, and administrationenforcement or protection of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers for any out-of-pocket costs and expenses (including fees, disbursements and other charges of attorneys for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB, any Lender, the Swingline Lenderits rights in connection with this Agreement or any Issuerother Loan Document, including its rights under this [Section 9.03], or in connection with the collectionLoans or Letters of Credit made hereunder, including all such reasonable and enforcementdocumented costs and expenses incurred during any workout, restructuring or negotiations in respect of the Loan Documents.such Loans.

Section # Expenses; Indemnification. (a) The BorrowersBorrower shall jointlypay all reasonable and severally reimbursedocumented out-of-pocket expenses of the Administrative AgentAgent, including reasonable and Lead Arrangersdocumented fees and disbursements of one special counsel for the Administrative Agent, in connection with the preparation and administration of this Agreement, any reasonablewaiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and if an Event of Default occurs, all out-of-pocket costs and expenses (including fees, disbursements and other charges of one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) primary counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) local counsel in such relevant jurisdictions engaged by primary counsel) paid or incurred by the Administrative Agent and Lead Arrangerseach Lender, including (without duplication) the fees and disbursements of outside counsel and the allocated cost of inside counsel, in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification,such Event of Default and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburse the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers for any out-of-pocket costs and expenses (including fees, disbursementscollection, bankruptcy, insolvency and other charges of attorneys for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB, any Lender, the Swingline Lender or any Issuer in connection with the collection and enforcement of the Loan Documents.proceedings resulting therefrom.

Expenses; Indemnification. (a) The BorrowersBorrower shall jointlypay # all reasonable and severally reimbursedocumented out-of-pocket expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates, including the reasonable fees, charges and disbursements of one outside counsel and one local counsel in each relevant jurisdiction for the Administrative Agent and Lead Arrangers for any reasonable out-of-pocket costs and expenses (including fees, disbursements and other chargesArranger (and, solely in the case of one (subject to a good faith determination by an affected party thatactual or perceived conflict of interest, one additional counsel is required for conflicts reasons) primary counsel and(and, if reasonably necessary, # one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons)firm of local counsel in each relevant jurisdiction and # any special or regulatory counsel) and any other counsel retained with the Borrower’s consent, such relevant jurisdictions engaged by primary counsel) paidconsent not to be unreasonably withheld or incurred by the Administrative Agent and Lead Arrangersdelayed), in connection with the preparation, negotiation, execution, delivery, syndication,syndication and distribution (including via the internet), review, amendment, modification,internet or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents. The Borrowers also jointlyDocuments or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), # all reasonable and severally agree to reimburse the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers for anydocumented out-of-pocket costsexpenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and # all documented out-of-pocket expenses (including fees, disbursements and other charges of attorneys for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB,Swingline Lenders, any Issuing Bank or any Lender, including the fees, charges and disbursements of any outside counsel for the Administrative Agent, Swingline LenderLenders, any Issuing Bank or any IssuerLender, in connection with the enforcement, collection and enforcementor protection of its rights in connection with the Loan Documents, including its rights under this Section 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Borrower under this Section 9.03 include, without limiting the generality of the Loan Documents.foregoing, costs and expenses incurred in connection with:

SECTION # Expenses; Indemnification.Indemnity; Damage Waiver. (a) The BorrowersExcept as provided in [Section 5.07], the Borrower shall jointlypay # all reasonable and severally reimburse the Administrative Agent and Lead Arrangers for any reasonabledocumented out-of-pocket costs and expenses (including fees, disbursementsdue diligence expenses and other charges of one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) primary counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) local counsel in such relevant jurisdictions engaged by primary counsel) paid orsyndication expenses) incurred by the Administrative Agent and Lead Arrangerseach Arranger and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for any of the foregoing (which shall be limited to a single firm of primary counsel and, if reasonably determined by the Administrative Agent to be reasonably necessary, a single firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), in connection with the structuring, arrangement and syndication of the credit facility provided for herein, as well as the preparation, negotiation, execution, delivery, syndication, distribution (including via the internet), review, amendment, modification,delivery and administration of this Agreement, the other Loan Documents. The Borrowers also jointlyDocuments and severally agree to reimburseany related documentation or any amendments, modifications or waivers of the Administrative Agent, JPMorgan, WFS, JPMCB,provisions hereof or thereof (whether or not the Lenders, the Swingline Lendertransactions contemplated hereby or thereby shall be consummated), # all reasonable and the Issuers for anydocumented out-of-pocket costsexpenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and expenses (including fees, disbursements# all reasonable and other charges of attorneys for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers) paid ordocumented out-of-pocket expenses incurred by the Administrative Agent, JPMorgan, WFS, JPMCB,any Arranger, any Issuing Bank or any Lender, including the Swingline Lenderreasonable fees, charges and disbursements of counsel for any of the foregoing (which shall be limited to a single firm of primary counsel and, if reasonably determined by the Administrative Agent to be reasonably necessary, a single firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions), and, in the case of an actual or any Issuerperceived conflict of interest, a single additional firm of counsel (or local counsel) for each group of affected parties that is similarly situated), in connection with the collectionenforcement or protection of its rights in connection with this Agreement and enforcementthe other Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, in each case, that any such obligation of the Loan Documents.Borrower with respect to expenses incurred in connection with the matters described in paragraph # of this Section shall be subject to the limitations set forth in such paragraph on the obligations of the Borrower to pay such expenses.

SECTION # Expenses; Indemnification.Indemnity; Damage Waiver. (a) The Borrowers shallagree, jointly and severally reimburseseverally, to pay # all reasonable out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and Leadits Affiliates, including the reasonable fees, charges and disbursements of counsel for the Arrangers for any reasonable out-of-pocket costs and expenses (including fees, disbursements and other charges of one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) primary counsel and one (subject to a good faith determination by an affected party that additional counsel is required for conflicts reasons) local counsel in such relevant jurisdictions engaged by primary counsel) paid or incurred by the Administrative Agent and Lead ArrangersAgent, in connection with the preparation, negotiation, execution, delivery, syndication, distribution (including viasyndication of the internet), review, amendment, modification,revolving credit facilities provided for herein, the preparation and administration of the Loan Documents. The Borrowers also jointly and severally agree to reimburseDocuments or any amendments, modifications or waivers of the Administrative Agent, JPMorgan, WFS, JPMCB,provisions thereof (whether or not the Lenders, the Swingline Lender and the Issuers for anytransactions contemplated hereby or thereby shall be consummated), # all reasonable out-of-pocket costsexpenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and # all reasonable out-of-pocket expenses (including fees, disbursements and other charges of attorneys for the Administrative Agent, JPMorgan, WFS, JPMCB, the Lenders, the Swingline Lender and the Issuers) paid or incurred by the Administrative Agent, JPMorgan, WFS, JPMCB,any Issuing Bank or any Lender, including the Swingline Lenderreasonable fees, charges and disbursements of counsel for the Administrative Agent, any Issuing Bank or any IssuerLender, in connection with the collection and enforcement or protection of its rights in connection with the Loan Documents.Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.