Both parties hereto acknowledge and agree that a portion of the gross proceeds received from the issuance and sale of the Securities will be used to pay certain organizational and structuring fees and expenses of the Co-Issuers, including the legal fees and expenses of counsel to the Loan Obligation Manager.  The Loan Obligation Manager shall pay all expenses and costs incurred by it in the course of performing its obligations under this Agreement; provided , however , that the Loan Obligation Manager shall not be liable for, and (subject to the Priority of Payments set forth in the Indenture and to the extent funds are available therefor) the Issuer shall be responsible for the payment of, reasonable expenses and costs of (i) independent accountants, consultants and other advisers retained by the Issuer or by the Loan Obligation Manager on behalf of the Issuer in connection with the services provided by the Loan Obligation Manager pursuant to clause (c), (d), (e), (f), (m), (n), (q) or (r) of Section 1 hereof, (ii) legal advisers retained by the Issuer or by the Loan Obligation Manager on behalf of the Issuer in connection with the services provided by the Loan Obligation Manager pursuant to clause (c), (d), (e), (f), (m), (n), (o), (q), (r) or (t) of Section 1 hereof and (iii) reasonable travel expenses (airfare, meals, lodging and other transportation) undertaken in connection with the performance by the Loan Obligation Manager of its duties pursuant to this Agreement or pursuant to the Indenture and for an allocable share of the cost of certain credit databases used by the Loan Obligation Manager in providing services to the Issuer under this Agreement.