Common use of Certain Fees and Expenses Clause in Contracts

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's ’s fee and all reasonable out-of-pocket expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expensesAttorney Costs) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable out-of-pocket costs and expenses (including without limitation all outside attorneys’ fees and expenses) and the fees and expenses of in-house legal counsel incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any purchase, transfer or conveyance of any Property, whether or not such purchase, transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Subject to Sections 7.1(a) and 7.1(b), the Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Mortgage Lenders, the Holders Credit Lenders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the LesseeCredit Parties, the Agent, the Mortgage Lenders, the Holders Credit Lenders or the Lessor, (cb) all reasonable fees, costs and expenses (including reasonable fees and expenses of counsel) incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Mortgage Lenders, the Holders Credit Lenders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase following the occurrence and continuance of any Property by the Construction Agent, the Lessee or any third party an Event of Default and (dc) all reasonable fees, costs and expenses (including reasonable fees and expenses of counsel) incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Mortgage Lenders, the Holders Credit Lenders or the Lessor in connection with (i) any transfer or conveyance of any the Property, whether or not such transfer or conveyance is ultimately accomplishedaccomplished and (ii) the matters described in Section 2.7(b) of the Credit Loan Agreement and Section 2.7(b) of the Mortgage Loan Agreement.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee any Credit Party or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the $5,000 initial and $5,000 annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or of the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee Credit Parties or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.the

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable out-of-pocket expenses of the Owner Trustee and any co-trustees Lessor (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as incurred in connection with the owner trustee under transactions contemplated hereby and by the Trust Agreement, other Operative Agreements (b) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders Primary Financing Parties or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of or consents hereto or thereto, which have been requested by the Construction AgentLessee, (c) all reasonable out-of-pocket costs and expenses incurred by the Lessee, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders Primary Financing Parties or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any the Property pursuant to the terms of the Operative Agreements by the Construction Agent, the Lessee or any third party its designee and (d) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders any Primary Financing Party or the Lessor in connection with any transfer or conveyance of the Property to the Lessee or its designee or any Propertythird party pursuant to the terms of the Operative Agreements, whether or not such transfer or conveyance is ultimately accomplished, but in all cases excluding the fees, expenses and disbursements of counsel for any individual Tranche A Note Purchaser or Tranche B Lender or Cash Collateral Lender.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the $5,000 initial fee and the $5,000 annual fee, each payable to the Owner Trustee's fee Trustee (for its individual account) and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the $5,000 initial and $5,000 annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any the Property by the Construction Agent, the Lessee Credit Parties or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any the Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and Owner Trustee's fee of $5,000, the annual Owner Trustee's fee of $5,000 and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, 31 amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor regarding filings of Security Documents, in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee (a) Only for the period prior to the Rent Commencement Date, the Lessor agrees to pay or cause to be paid (ai) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (bii) all reasonable costs and expenses related to this transaction incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor; provided, (chowever, that the Lessor shall pay such amounts described in this Section 7.3(a) all reasonable costs and expenses incurred only if funds are made available at the appropriate time by the Construction Agent, the Lessee, the Agent, the Lenders, Lenders and the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not an amount sufficient to allow such transfer or conveyance is ultimately accomplishedpayment.

Certain Fees and Expenses. The Lessee During the Commitment Period, the Lessor agrees to pay or to cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-co- trustee, for acting as the owner trustee under the Trust Agreement, ; (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, ; (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party party; and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished; provided, however, the Lessor shall pay -------- ------- such amounts described in this Section 7.3 only if (i) with respect to the fees and expenses described in clauses (a) and (b) above, such amounts are properly described in a Requisition delivered on or before the date such fees and expenses are due, and (ii) funds are made available by the Lenders and the Holders in connection with such Requisition, or otherwise (with respect to the expenses described in clauses (c) and (d) above) in an amount sufficient to allow such payment; provided, further, the Lessee agrees to timely pay all -------- ------- amounts referred to in this Section 7.3 to the extent not paid by the Lessor.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses (including without limitation, reasonable counsel fees and expenses) incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement Supplement, any of the Operative Agreements and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses (including without limitation, reasonable counsel fees and expenses) incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses (including without limitation, reasonable counsel fees and expenses) incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's ’s fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor regarding filings of Security Documents, in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee Lessor agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction AgentCredit Parties, the Lessee, the Agent, the Lenders, the Holders Bank or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders Bank or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agentany Credit Party, the Lessee, the Agent, the Lenders, the Holders Bank or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction AgentCredit Parties, the Lessee, the Agent, the Lenders, the Holders Bank or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished; provided, however, the Lessor shall pay such amounts described in this Section 7.3 only if (i) such amounts are properly described in a Requisition delivered in accordance with the Operative Agreements, and (ii) funds are made available by the Bank in connection with such Requisition in an amount sufficient to allow such payment.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses out-of-pocket costs of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expensesout-of-pocket costs) or any successor owner trustee and/or co-co- trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee Credit Parties or any third party and (d) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable out-of-pocket expenses of the Owner Trustee and any co-trustees Lessor (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as incurred in connection with the owner trustee under transactions contemplated hereby and by the Trust Agreement, other Operative Agreements (b) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders Primary Financing Parties or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of or consents hereto or thereto, which have been requested by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessorany Credit Party, (c) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders Primary Financing Parties or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any the Property pursuant to the terms of the Operative Agreements by the Construction Agent, the Lessee or any third party its designee and (d) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders any Primary Financing Party or the Lessor in connection with any transfer or conveyance of the Property to the Lessee or its designee or any Propertythird party pursuant to the terms of the Operative Agreements, whether or not such transfer or conveyance is ultimately accomplished, but in all cases excluding the fees, expenses and disbursements of counsel for any individual Tranche A Note Purchaser.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-co- trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees Credit Parties agree to pay or cause to be paid (a) the initial and annual Owner Trustee's fee (as described in a separate letter agreement dated as of April 5, 2000, by and between the Trust Company and Guarantor) and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements amendments or supplements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements amendments or supplements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Lessor, the Lenders, the Holders, the Construction Agent, the Lessee, or the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction AgentLessor, the LesseeHolders, the Agent, the Lenders, the Holders Lenders or the Lessor Agent in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, Agent and/or the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Majority Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.in

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses (including without limitation, reasonable counsel fees and expenses (but excluding, with respect to the Lessor, any filing fees payable to any Governmental Authority in a state where a Property is located, in order for the Lessor to qualify to do business in such state and, provided no Default or Event of Default shall have occurred and be continuing, any fines, penalties or surcharges imposed on Lessor for failing to qualify when it is later determined by the applicable jurisdiction that Lessor should have qualified to do business)) incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders Lenders or the Lessor in entering into any Lease Supplement Supplement, any of the Operative Agreements and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders Lenders or the Lessor, (cb) all reasonable costs and expenses (including without limitation, reasonable counsel fees and expenses) incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders Lenders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (dc) all reasonable costs and expenses (including without limitation, reasonable counsel fees and expenses) incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders Lenders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid when due (a) the initial and annual Owner Trustee's fee fees and all reasonable expenses of the Owner Trustee and any co-trustees or successor owner trustee (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee), for acting as the owner trustee or a co-trustee under the Trust Agreement, ; (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, the amendments, modifications, supplements, restatements and/or or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been thereto requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, ; (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party party; and (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such the transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust AgreementAgreement to the extent not provided for in Sections 7.1(a) or (b), (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, provided that Lessee shall pay for the legal fees and expenses of a single law firm (and local counsel, to the extent necessary or deemed desirable by the Financing Parties) representing the Agent, the Lenders and the Holders, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and pursuant to the Operative Agreements, (d) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any PropertyProperty pursuant to the Operative Agreements, whether or not such transfer or conveyance is ultimately accomplishedaccomplished and (e) the structuring fee payable to Banc of America Securities LLC in accordance with the Engagement Letter.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-co- trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable out-of-pocket costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the $5,000 initial and $5,000 annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee Credit Parties or any third party and (d) all reasonable costs and expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.

Certain Fees and Expenses. The Lessee agrees to pay or cause to be paid (a) the initial and annual Owner Trustee's fee and all reasonable out-of-pocket expenses of the Owner Trustee and any co-trustees (including without limitation reasonable counsel fees and expenses) or any successor owner trustee and/or co-trustee, for acting as the owner trustee under the Trust Agreement, (b) all reasonable costs and out-of-pocket expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in entering into any Lease Supplement and any future amendments, modifications, supplements, restatements and/or replacements with respect to any of the Operative Agreements, whether or not such Lease Supplement, amendments, modifications, supplements, restatements and/or replacements are ultimately entered into, or giving or withholding of waivers of consents hereto or thereto, which have been requested by the Construction Agent, the Lesseeany Credit Party, the Agent, the Lenders, the Holders or the Lessor, (c) all reasonable costs and out-of-pocket expenses incurred by the Construction Agent, the LesseeCredit Parties, the Agent, the Lenders, the Holders or the Lessor in connection with any exercise of remedies under any Operative Agreement or any purchase of any Property by the Construction Agent, the Lessee or any third party and (d) all reasonable costs and out-of-pocket expenses incurred by the Construction Agent, the Lessee, the Agent, the Lenders, the Holders or the Lessor in connection with any transfer or conveyance of any Property, whether or not such transfer or conveyance is ultimately accomplished.