Common use of Expenditures and Expenses Clause in Contracts

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures and expenses which may be paid or incurred by or on behalf of Lender including attorneys' fees, costs and expenses, receiver's fees, costs and expenses, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the Loan.

Expenditures and Expenses. Borrower Grantor acknowledges and confirms that Lender Beneficiary shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's Trustee’s or Beneficiary’s rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures and expenses which may be paid or incurred by or on behalf of Lender Beneficiary including attorneys' ’ fees, costs and expenses, receiver's ’s fees, costs and expenses, appraiser's ’s fees, engineers' ’ fees, outlays for documentary and expert evidence, stenographers' ’ charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' ’ Certificates and similar data and assurances with respect to the title as Lender Beneficiary may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"“Reimbursable Expenses”). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender Beneficiary at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' ’ and attorneys' ’ fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by LenderBeneficiary, Borrower Trustee, Grantor or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender Beneficiary by BorrowerGrantor, and, to the extent such services relate to the Hazardous Substances Indemnification Substance Indemnity Agreement of even date herewith from Borrower Grantor and Guarantors Principals in favor of LenderBeneficiary, by Borrower Grantor and GuarantorsPrincipals, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower Grantor shall be liable for the payment of all commissions and brokerage fees relating to the Loan.

Expenditures and Expenses. Borrower acknowledges and confirms that shall promptly pay all reasonable Costs (defined below) incurred by Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extensiondocumentation, renewalclosing, making disbursements, modification, amendment and termination workout, collection or enforcement of the Loan or any of the Loan Documents (as applicable); the documentation, negotiation or preparation of any loan documents in connection with a possible financing to be extended to Borrower or any of its loanssubsidiaries by Lender upon the effective date of a confirmed plan or reorganization in any Bankruptcy Case, whether or not such financing closes; and in connection with the Bankruptcy Cases (b) including, without limitation, reasonable attorneys fees and expenses incurred in connection with any action to lift the release automatic stay of Section 362 of the Bankruptcy Code, any other action or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to participation by Lender in the Property, Bankruptcy Cases or (d) the review of any Lease defense or proposed Lease participation by Lender in any lender liability or other actions involving Lender or the preparation or review validity, priority, extent of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof liens or otherwise enforce Lender's rights, there affecting the Collateral); and all such Costs shall be allowed and included as additional Indebtedness in bearing interest at the order or judgment for foreclosure and sale or other order interest rate then applicable to the Indebtedness until paid. For the purposes hereof "COSTS" means all expenditures and expenses which may be paid or incurred by or on behalf of Lender including repair costs, payments to remove or protect against liens, attorneys' feesfees (including fees of Lender's inside counsel), costs and expenses, receiver's fees, costs and expenses, appraiser's receivers' fees, engineers' fees, accountants' fees, independent consultants' fees (including environmental consultants), all costs and expenses incurred in connection with any of the foregoing, Lender's out-of-pocket costs and expenses related to any audit or inspection of the Project, outlays for documentary and expert evidence, stenographers' charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of said an order or judgment) of for procuring all such abstracts of title, title searches and UCC searches, and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender may deem reasonably necessary either to prosecute such civil any action or to evidence to bidders at any foreclosure sale which may be had pursuant to such order or judgment of the Project the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower Project or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the Loanpart thereof.

Expenditures and Expenses. Borrower acknowledges and confirms that shall promptly pay all reasonable -------------------------- Costs (defined below) incurred by Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewaldocumentation, modification, amendment workout, collection or enforcement of the Loan or any of the Loan Documents (as applicable) and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rights, there all such Costs shall be allowed and included as additional Indebtedness bearing interest at the Default Rate set forth in the order or judgment for foreclosure and sale or other order Notes until paid. For the purposes hereof "COSTS" means all expenditures and expenses which may be paid or incurred by or on behalf of Lender including repair costs, payments to remove or protect against liens, attorneys' feesfees (including fees of Lender's inside counsel), costs and expenses, receiver's fees, costs and expenses, appraiser's receivers' fees, engineers' fees, accountants' fees, independent consultants' fees (including environmental consultants), all costs and expenses incurred in connection with any of the foregoing, Lender's out-of-pocket costs and expenses related to any audit or inspection of the Project, outlays for documentary and expert evidence, stenographers' charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of said an order or judgment) of for procuring all such abstracts of title, title searches and UCC searches, and examination, title insurance policies, Torrens' Certificates (if applicable) and similar data and assurances with respect to the title as Lender may deem reasonably necessary either to prosecute such civil any action or to evidence to bidders at any foreclosure sale which may be had pursuant to such order of the Project or judgment any part thereof the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower Project or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the Loanpart thereof.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's ’s rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures and expenses which may be paid or incurred by or on behalf of Lender including attorneys' ’ fees, costs and expenses, receiver's ’s fees, costs and expenses, appraiser's ’s fees, engineers' ’ fees, outlays for documentary and expert evidence, stenographers' ’ charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' ’ Certificates and similar data and assurances with respect to the title as Lender may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"“Reimbursable Expenses”). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' ’ and attorneys' ’ fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the Loan.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of In any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Trustee's, Agent's or Lender's rightsrights and remedies hereunder, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures costs and expenses which may be paid or incurred by or on behalf of Lender including attorneys' feesTrustee, Agent or Lender, including, without limitation, the costs of collection, enforcement, retaining, holding, preparing for disposition, processing and expenses, receiver's fees, costs and expensesdisposing of the Personal Property, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' chargesstenographic changes, publication costs, costs and costs (which may be estimates estimated as to the items to be expended after the entry of said order or judgmentthe decree) of procuring all such abstracts of title, title searches and examination, UCC record searches, title insurance policies, Torrens' Certificates and similar data and assurances assurance with respect to the title as Lender Agent may deem to be reasonably necessary either to prosecute such civil any foreclosure action or to evidence to bidders the bidder at any sale which may be had pursuant to such order or judgment thereto the true condition of the title to, to or the value ofof the Property. All such costs and expenses, the Property (all said expenditures together with such other costs and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Trustee, Agent or Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by of this Deed of Trust or in any workout or restructuring of the Loan including, attorneys fees and costs in any negotiation, litigation or other proceeding affecting this Deed of Trust, the Note, the other Loan Documents, the Property or the Personal Property, including accountants' probate, appellate, and attorneys' fees, costs bankruptcy proceedings and expenses in any advice, litigation, post-judgment proceedings to collect or proceeding affecting enforce any judgment or order relating to this Deed of Trust or the other Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and GuarantorsAgent, with interest thereon at the Default Rate set forth in the NoteRate, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment this Deed of all commissions and brokerage fees relating to the LoanTrust.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of In any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Trustee's, Agent's or Lender's rightsrights and remedies hereunder, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures costs and expenses which may be paid or incurred by or on behalf of Lender Trustee, Agent or Lender, including attorneys' feeswithout limitation, the costs of collection, enforcement, retaining, holding, preparing for disposition, processing and expenses, receiver's fees, costs and expensesdisposing of the Personal Property, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' chargesstenographic changes, publication costs, costs and costs (which may be estimates estimated as to the items to be expended after the entry of said order or judgmentthe decree) of procuring all such abstracts of title, title searches and examination, UCC record searches, title insurance policies, Torrens' Certificates and similar data and assurances assurance with respect to the title as Lender Agent may deem to be reasonably necessary either to prosecute such civil any foreclosure action or to evidence to bidders the bidder at any sale which may be had pursuant to such order or judgment thereto the true condition of the title to, to or the value ofof the Property. All such costs and expenses, the Property (all said expenditures together with such other costs and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Trustee, Agent or Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by of this Deed of Trust or in any workout or restructuring of the Loan including, attorneys' fees and costs in any negotiation, litigation or other proceeding affecting this Deed of Trust, the Note, the other Loan Documents, the Property or the Personal Property, including accountants' probate, appellate, and attorneys' fees, costs bankruptcy proceedings and expenses in any advice, litigation, post judgment proceedings to collect or proceeding affecting enforce any judgment or order relating to this Deed of Trust or the other Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, and further including, attorneys' fees and costs in any negotiation, litigation or other proceeding, including costs and expenses in connection with obtaining any court order or the appointment of a receiver to enforce Agent's rights pursuant to Section 564 of the California Code of Civil Procedure and/or Section 2929.5 of the California Civil Code, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and GuarantorsAgent, with interest thereon at the Default Rate set forth in the NoteRate, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment this Deed of all commissions and brokerage fees relating to the LoanTrust.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of In any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Trustee's, Agent's or Lender's rightsrights and remedies hereunder, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures costs and expenses which may be paid or incurred by or on behalf of Lender Trustee, Agent or Lender, including attorneys' feeswithout limitation, the costs of collection, enforcement, retaining, holding, preparing for disposition, processing and expenses, receiver's fees, costs and expensesdisposing of the Personal Property, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' chargesstenographic changes, publication costs, costs and costs (which may be estimates estimated as to the items to be expended after the entry of said order or judgmentthe decree) of procuring all such abstracts of title, title searches and examination, UCC record searches, title insurance policies, Torrens' Certificates and similar data and assurances assurance with respect to the title as Lender Agent may deem to be reasonably necessary either to prosecute such civil any foreclosure action or to evidence to bidders the bidder at any sale which may be had pursuant to such order or judgment thereto the true condition of the title to, to or the value ofof the Property. All such costs and expenses, the Property (all said expenditures together with such other costs and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Trustee, Agent or Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by of this Deed of Trust or in any workout or restructuring of the Loan including, attorneys' fees and costs in any negotiation, litigation or other proceeding affecting this Deed of Trust, the Note, the other Loan Documents, the Property or the Personal Property, including accountants' probate, appellate, and attorneys' fees, costs bankruptcy proceedings and expenses in any advice, litigation, post-judgment proceedings to collect or proceeding affecting enforce any judgment or order relating to this Deed of Trust or the other Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and GuarantorsAgent, with interest thereon at the Default Rate set forth in the NoteRate, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment this Deed of all commissions and brokerage fees relating to the LoanTrust.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of In any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rightsMortgagee’s rights and remedies hereunder, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order indebtedness secured hereby all expenditures and expenses which may be paid or incurred by or on behalf of Lender Mortgagee including repair costs, payments to remove or protect against liens, attorneys' ’ fees, costs and expenses, receiver's receivers’ fees, costs and expenses, appraiser's appraisers’ fees, engineers' ’ fees, accountants’ fees, fees, costs and expenses in connection with any environmental matters concerning the Mortgaged Property, outlays for documentary and expert evidence, stenographers' ’ charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of said an order or judgment) of for procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender Mortgagee may deem reasonably necessary either to prosecute such civil any action or to evidence to bidders at any sale which may be had pursuant to such an order or judgment the true condition of the title to, or the value of, the Property (all said Mortgaged Property. All expenditures and expenses are hereinafter collectively referred to as of the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, nature mentioned in this Section 34 and such costs, expenses and fees as may be incurred by Lender at any time or times hereafter as may be owing to Mortgagee in the protection of the Property, in enforcing the Obligations, and/or Mortgaged Property and the maintenance of the lien established by any of the Loan Documentsthis Mortgage, including accountants' and attorneys' the fees, costs and expenses of any attorneys employed by Mortgagee in any advice, litigation, litigation or proceeding affecting this Mortgage, the Loan other Transaction Documents to which Mortgagor is a party or the Mortgaged Property, whether instituted by Lenderincluding probate, Borrower or any other partyappellate and bankruptcy proceedings, or in preparation preparations for the commencement or defense of any action or proceeding or threatened action or proceeding, including costs and expenses in connection with obtaining any court order or the appointment of a receiver, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and GuarantorsMortgagee, with interest thereon at the Default Rate set forth in the NoteRate, and shall be secured by the Loan Documentsthis Mortgage. In additionaddition to the foregoing award of attorneys’ fees and costs, Borrower Mortgagee shall be liable for the payment of all commissions entitled to its attorneys’ fees and brokerage fees costs incurred in any post-judgment proceedings to collect or enforce any judgment or order relating to this Mortgage, or the Loanother Transaction Documents to which Mortgagor is a party. This provision is separate and several and shall survive the merger of this provision into any judgment.

Expenditures and Expenses. Borrower Grantor acknowledges and confirms that Lender Beneficiary shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's Beneficiary’s rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures and expenses which may be paid or incurred by or on behalf of Lender Beneficiary including attorneys' ’ fees, costs and expenses, receiver's ’s fees, costs and expenses, appraiser's ’s fees, engineers' ’ fees, outlays for documentary and expert evidence, stenographers' ’ charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' ’ Certificates and similar data and assurances with respect to the title as Lender Beneficiary may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"“Reimbursable Expenses”). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender Beneficiary at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' ’ and attorneys' ’ fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by LenderBeneficiary, Borrower Grantor or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender Beneficiary by BorrowerGrantor, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower Grantor and Guarantors in favor of LenderBeneficiary, by Borrower Grantor and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower Grantor shall be liable for the payment of all commissions and brokerage fees relating to the Loan.

Expenditures and Expenses. Borrower acknowledges Upon receipt of reasonably detailed invoices thereof from Agent, Borrowers shall promptly and confirms that Lender shall impose certain administrative processing within twenty (20) days of receipt thereof, pay all reasonable Costs (defined below) incurred by Agent and/or commitment fees Lenders in connection with (a) the extension, renewaldocumentation, modification, amendment workout, collection, administration or enforcement of the Loan or any of the Loan Documents (as applicable), and termination the substitution or addition of its loansCollateral, and all such Costs, if not paid within twenty (b20) the release or substitution days after receipt of collateral thereforinvoices, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rights, there shall be allowed and included as additional Indebtedness bearing interest at the Default Rate set forth in the order Notes until paid. Notwithstanding anything to the contrary contained herein, except for the Costs of GECC (as Agent and a Lender) and its attorneys, Borrowers shall have no obligation to pay for any Costs incurred by the other Lenders or judgment their respective separate attorneys in connection with the negotiation of the Loan Documents which are executed on or about the date of this Agreement or are executed in respect of any Advance or are incurred for foreclosure and sale or other order any due diligence in connection therewith. For the purposes hereof "Costs" means all reasonable expenditures and expenses which may be paid or incurred by or on behalf of Lender Agent and/or Lenders (except as provided for in the prior sentence) in accordance with this Agreement and the other Loan Documents including, without limitation, the preparation and negotiation of this Agreement and the other Loan Documents, the review of any Draw Request and the accompanying documents and information, the preparation for the making of any Advance (whether or not ultimately made), the making of any Advance, including the associated review and one-time site inspection of any Subject Project, the documents and agreements required for any Advance and the various conditions precedent for any Advance, filing fees, recordation taxes, repair costs, payments to remove or protect against liens, reasonable attorneys' feesfees (including reasonable fees of Agent's and/or Lenders' inside counsel), costs and expenses, receiver's fees, costs and expenses, appraiser's receivers' fees, engineers' fees, accountants' fees, independent consultants' fees (including environmental consultants), all reasonable costs and expenses incurred in connection with any of the foregoing, Agent's and/or Lenders' reasonable out-of-pocket costs and expenses related to any audit or inspection of any Project (if chargeable to Borrowers under the Loan Documents), outlays for documentary and expert evidence, stenographers' charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of said an order or judgment) of for procuring all such abstracts of title, title searches and UCC searches, and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender Agent may deem reasonably necessary either to prosecute such civil any action permitted under the Loan Documents or to evidence to bidders at any foreclosure sale which may be had pursuant to such order or judgment of any Project the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES")any Project. All Reimbursable Expenses, and such costs, expenses and fees as may be Costs shall not include any due diligence costs incurred by any financial institution, other than Agent and the Lenders who are the original signatories to this Agreement, prior to such financial institution becoming a Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, syndication costs. Agent shall be immediately due and payable to Lender by Borrower, and, apply all "Good Faith Deposit" payments received prior to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith hereof from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon Borrowers or Guarantor towards any Costs due at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the LoanClosing.

Expenditures and Expenses. Borrower Grantor acknowledges and confirms that Lender Beneficiary shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce LenderTrustee's or Beneficiary's rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures and expenses which may be paid or incurred by or on behalf of Lender Beneficiary including attorneys' fees, costs and expenses, receiver's fees, costs and expenses, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender Beneficiary may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender Beneficiary at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by LenderBeneficiary, Borrower Trustee, Grantor or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender Beneficiary by BorrowerGrantor, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower Grantor and Guarantors in favor of LenderBeneficiary, by Borrower Grantor and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower Grantor shall be liable for the payment of all commissions and brokerage fees relating to the Loan.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce LenderAgent's rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all reasonable expenditures and expenses which may be paid or incurred by or on behalf of Lender Agent, including attorneys' fees, costs and expenses, receiver's fees, costs and expenses, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender Agent may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSESReimbursable Expenses"). All Reimbursable Expenses, and such reasonable costs, expenses and fees as may be incurred by Lender Agent at any time or times hereafter in the protection of the Property, in maintaining required insurance, in reviewing and/or granting any request for consent or approval relating to the Loan Documents or the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by LenderAgent, Borrower Mortgagor or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender Agent by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and GuarantorsMortgagor, with interest thereon at the Default Rate set forth applicable rate provided in the NoteCredit Agreement subsequent to the occurrence of an Event of Default, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the Loan.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing promptly pay all reasonable Costs (defined below) incurred by Agent and/or commitment fees Lenders in connection with the documentation, closing, making disbursements (a) including disbursements after the extension, renewaldisbursement of the Initial Pool 1 Funding Amount), modification, amendment workout, collection or enforcement of the Loan or any of the Loan Documents (as applicable) and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rights, there all such Costs shall be allowed and included as additional Indebtedness bearing interest at the Default Rate set forth in the order or judgment Notes until paid; provided, however, Borrower shall not be obligated to pay in excess of Three Hundred Seventy-Five Thousand and No/100 Dollars ($375,000.00) for foreclosure Costs with respect to Agent's and/or Lenders' third party reports (such as appraisals, engineering reports and sale or other order environmental reports), Property inspections, Property due diligence and attorneys' fees (but specifically excluding, without limitation, title insurance premiums and costs of preparation of surveys) which are incurred (in each case) in connection with the disbursement of the Initial Pool 1 Funding Amount and the Initial Pool 2 Funding Amount. For the purposes hereof "COSTS" means all expenditures and expenses which may be paid or incurred by or on behalf of Lender Agent and/or Lenders including repair costs, payments to remove or protect against liens, attorneys' feesfees (including fees of Agent's and/or Lenders' inside counsel), costs and expenses, receiver's fees, costs and expenses, appraiser's receivers' fees, engineers' fees, accountants' fees, independent consultants' fees (including environmental consultants), all costs and expenses incurred in connection with any of the foregoing, Agent's and/or Lenders' out-of-pocket costs and expenses related to any audit or inspection of the Property (subject to the limitations contained in this Agreement), outlays for documentary and expert evidence, stenographers' charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of said an order or judgment) of for procuring all such abstracts of title, title searches and UCC searches, and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender Agent may deem reasonably necessary either to prosecute such civil any action or to evidence to bidders at any foreclosure sale which may be had pursuant to such order or judgment of the Project the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the LoanProject.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of In any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Trustee's, Agent's or Lender's rightsrights and remedies hereunder, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures costs and expenses which may be paid or incurred by or on behalf of Lender Trustee, Agent or Lender, including attorneys' feeswithout limitation, the costs of collection, enforcement, retaining, holding, preparing for disposition, processing and expenses, receiver's fees, costs and expensesdisposing of the Personal Property, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' chargesstenographic changes, publication costs, costs and costs (which may be estimates estimated as to the items to be expended after the entry of said order or judgmentthe decree) of procuring all such abstracts of title, title searches and examination, UCC record searches, title insurance policies, Torrens' Certificates and similar data and assurances assurance with respect to the title as Lender Agent may deem to be reasonably necessary either to prosecute such civil any foreclosure action or to evidence to bidders the bidder at any sale which may be had pursuant to such order or judgment thereto the true condition of the title to, to or the value ofof the Property. All such costs and expenses, the Property (all said expenditures together with such other costs and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Trustee, Agent or Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by of this Deed of Trust or in any workout or restructuring of the Loan including, attorneys' fees and costs in any negotiation, litigation or other proceeding affecting this Deed of Trust, the Note, the other Loan Documents, the Property or the Personal Property, including accountants' probate, appellate, and attorneys' fees, costs bankruptcy proceedings and expenses in any advice, litigation, post-judgment proceedings to collect or proceeding affecting enforce any judgment or order relating to this Deed of Trust or the other Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, and further including, attorneys' fees and costs in any negotiation, litigation or other proceeding, including costs and expenses in connection with obtaining any court order or the appointment of a receiver to enforce Agent's rights pursuant to Section 564 of the California Code of Civil Procedure and/or Section 2929.5 of the California Civil Code, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and GuarantorsAgent, with interest thereon at the Default Rate set forth in the NoteRate, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment this Deed of all commissions and brokerage fees relating to the LoanTrust.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall may impose certain reasonable administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures and expenses which may be paid or incurred by or on behalf of Lender including reasonable attorneys' fees, costs and expenses, receiver's fees, costs and expenses, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrenstorrens' Certificates certificates and similar data and assurances with respect to the title as Lender may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such reasonable costs, expenses and fees as may be incurred by Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and reasonable attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any (action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the Loan.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of In any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Trustee's or Lender's rightsrights and remedies hereunder, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures costs and expenses which may be paid or incurred by or on behalf of Lender Trustee or Lender, including attorneys' feeswithout limitation, the costs of collection, enforcement, retaining, holding, preparing for disposition, processing and expenses, receiver's fees, costs and expensesdisposing of the Personal Property, appraiser's fees, engineers' fees, receivership fees and the fees of any professional hired by an receiver outlays for documentary and expert evidence, stenographers' chargesstenographic changes, publication costs, costs and costs (which may be estimates estimated as to the items to be expended after the entry of said order or judgmentthe decree) of procuring all such abstracts of title, title searches and examination, UCC record searches, title insurance policies, Torrens' Certificates and similar data and assurances assurance with respect to the title as Lender Agent may deem to be reasonably necessary either to prosecute such civil any foreclosure action or to evidence to bidders the bidder at any sale which may be had pursuant to such order or judgment thereto the true condition of the title to, to or the value ofof the Property. All such costs and expenses, the Property (all said expenditures together with such other costs and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Trustee or Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by of this Deed of Trust or in any workout or restructuring of the Loan including, attorneys' fees and costs in any negotiation, litigation or other proceeding affecting this Deed of Trust, the Note, the other Loan Documents, the Property or the Personal Property, including accountants' probate, appellate, and attorneys' fees, costs bankruptcy proceedings and expenses in any advice, litigation, post-judgment proceedings to collect or proceeding affecting enforce any judgment or order relating to this Deed of Trust or the other Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and GuarantorsAgent, with interest thereon at the Default Rate set forth in the NoteRate, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment this Deed of all commissions and brokerage fees relating to the LoanTrust.

Expenditures and Expenses. Borrower acknowledges Upon receipt of reasonably detailed invoices thereof from Agent, Borrowers shall promptly and confirms that Lender shall impose certain administrative processing within twenty (20) days of receipt thereof, pay all reasonable Costs (defined below) incurred by Agent and/or commitment fees Lenders in connection with (a) the extension, renewaldocumentation, modification, amendment workout, collection, administration or enforcement of the Loan or any of the Loan Documents (as applicable), and termination the substitution or addition of its loansCollateral, and all such Costs, if not paid within twenty (b20) the release or substitution days after receipt of collateral thereforinvoices, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rights, there shall be allowed and included as additional Indebtedness bearing interest at the Default Rate set forth in the order Notes until paid. Notwithstanding anything to the contrary contained herein, except for the Costs of GECC (as Agent and a Lender) and its attorneys, Borrowers shall have no obligation to pay for any Costs incurred by the other Lenders or judgment for foreclosure and sale their respective attorneys in connection with the negotiation of the Loan Documents which are executed on or other order about the date of this Agreement or any due diligence in connection therewith. For the purposes hereof "Costs" means all reasonable expenditures and expenses which may be paid or incurred by or on behalf of Lender including Agent and/or Lenders in accordance with this Agreement and the other Loan Documents including, without limitation, filing fees, recordation taxes, repair costs, payments to remove or protect against liens, reasonable attorneys' feesfees (including reasonable fees of Agent's and/or Lenders' inside counsel), costs and expenses, receiver's fees, costs and expenses, appraiser's receivers' fees, engineers' fees, accountants' fees, independent consultants' fees (including environmental consultants), all reasonable costs and expenses incurred in connection with any of the foregoing, Agent's and/or Lenders' reasonable out-of-pocket costs and expenses related to any audit or inspection of any Project (if chargeable to Borrowers under the Loan Documents), outlays for documentary and expert evidence, stenographers' charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of said an order or judgment) of for procuring all such abstracts of title, title searches and UCC searches, and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender Agent may deem reasonably necessary either to prosecute such civil any action permitted under the Loan Documents or to evidence to bidders at any foreclosure sale which may be had pursuant to such order or judgment of any Project the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES")any Project. All Reimbursable Expenses, and such costs, expenses and fees as may be Costs shall not include any due diligence costs incurred by any financial institution, other than Agent and the Lenders who are the original signatories to this Agreement, prior to such financial institution becoming a Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, syndication costs. Agent shall be immediately due and payable to Lender by Borrower, and, apply all "Good Faith Deposit" payments received prior to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith hereof from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon Borrowers or Guarantor towards any Costs due at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the LoanClosing.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of In any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Trustee's, Agent's or Lender's rightsrights and remedies hereunder, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures costs and expenses which may be paid or incurred by or on behalf of Lender Trustee, Agent or Lender, including attorneys' feeswithout limitation, the costs of collection, enforcement, retaining, holding, preparing for disposition, processing and expenses, receiver's fees, costs and expensesdisposing of the Personal Property, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' chargesstenographic changes, publication costs, costs and costs (which may be estimates estimated as to the items to be expended after the entry of said order or judgmentthe decree) of procuring all such abstracts of title, title searches and examination, UCC record searches, title insurance policies, Torrens' Certificates and similar data and assurances assurance with respect to the title as Lender Agent may deem to be reasonably necessary either to prosecute such civil any foreclosure action or to evidence to bidders the bidder at any sale which may be had pursuant to such order or judgment thereto the true condition of the title to, to or the value ofof the Property. All such costs and expenses, the Property (all said expenditures together with such other costs and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Trustee, Agent or Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by of this Deed of Trust or in any workout or restructuring of the Loan including, attorneys' fees and costs in any negotiation, litigation or other proceeding affecting this Deed of Trust, the Note, the other Loan Documents, the Property or the Personal Property, including accountants' probate, appellate, and attorneys' fees, costs bankruptcy proceedings and expenses in any advice, litigation, post judgment proceedings to collect or proceeding affecting enforce any judgment or order relating to this Deed of Trust or the other Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and GuarantorsAgent, with interest thereon in at the Default Rate set forth in the NoteRate, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment this Deed of all commissions and brokerage fees relating to the LoanTrust.

Expenditures and Expenses. Borrower Grantor acknowledges and confirms that Lender Beneficiary shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's Trustee’s or Beneficiary’s rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures and expenses which may be paid or incurred by or on behalf of Lender Beneficiary including attorneys' ’ fees, costs and expenses, receiver's ’s fees, costs and expenses, appraiser's ’s fees, engineers' ’ fees, outlays for documentary and expert evidence, stenographers' ’ charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' ’ Certificates and similar data and assurances with respect to the title as Lender Beneficiary may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"“Reimbursable Expenses”). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender Beneficiary at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' ’ and attorneys' ’ fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by LenderBeneficiary, Borrower Trustee, Grantor or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender Beneficiary by BorrowerGrantor, and, to the extent such services relate to the Hazardous Substances Substance Indemnification Agreement of even date herewith from Borrower Grantor and Guarantors in favor of LenderBeneficiary, by Borrower Grantor and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower Grantor shall be liable for the payment of all commissions and brokerage fees relating to the Loan.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures and expenses which may be paid or incurred by or on behalf of Lender including reasonable attorneys' fees, costs and expenses, receiver's fees, costs and expenses, reasonable appraiser's fees, reasonable engineers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSESReimbursable Expenses"). All Reimbursable Expenses, and such costs, expenses and reasonable fees as may be incurred by Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including reasonable accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Substance Indemnity Agreement of even date herewith from Borrower and Guarantors Principals in favor of Lender, by Borrower and GuarantorsPrincipals, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the Loan.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures and expenses which may be paid or incurred by or on behalf of Lender including reasonable attorneys' fees, costs and expenses, receiver's fees, costs and expenses, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and reasonable attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the Loan.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender Borrowers shall impose certain administrative processing promptly pay all reasonable Costs (defined below) incurred by Agent and/or commitment fees Lenders in connection with (a) the extensiondocumentation, renewalclosing, modification, amendment workout, collection or enforcement of the Loan or any of the Loan Documents (as applicable), but specifically excluding the costs incurred pursuant to Section 5.7, and termination all such Costs, if not paid by Borrowers within five (5) Business Days after a demand for payment from Agent setting forth in reasonable detail the nature of its loansthe Costs for which payment is due, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rights, there shall be allowed and included as additional Indebtedness in bearing interest at the order or judgment for foreclosure and sale or other order interest rate then applicable to the Indebtedness until paid. For the purposes hereof "COSTS" means all reasonable expenditures and expenses which may be paid or incurred by or on behalf of Lender Agent and/or Lenders including reasonable repair costs, payments to remove or protect against liens, reasonable attorneys' feesfees (including fees of Agent's and/or Lenders' inside counsel), costs and expenses, receiver's fees, costs and expenses, appraiser's reasonable receivers' fees, engineers' fees, accountants' fees, independent consultants fees (including environmental consultants but specifically excluding any engineers or consultants engaged to provide the customary annual inspection services described in Section 5.1 and for which payment is covered by the loan and servicing fee described in Section 5.1 and are not addressed in the Environmental Indemnity or incurred during the continuance of an Event of Default), all reasonable costs and expenses incurred in connection with any of the foregoing, Agent's and/or Lenders' out-of-pocket costs and expenses related to any audit of any Project to the extent permitted by Section 5.2 above, reasonable outlays for documentary and expert evidence, stenographers' charges, stamp taxes, publication costs, and costs (which may be estimates as to items to be expended after entry of said an order or judgment) of for procuring all such abstracts of title, title searches and UCC searches, and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender Agent may deem reasonably necessary either to prosecute such civil any action or to evidence to bidders at any foreclosure sale which may be had pursuant to such order or judgment of any Project the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSES"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender at any time or times hereafter in the protection of the Property, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower Project or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon at the Default Rate set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the Loanpart thereof.

Expenditures and Expenses. Borrower acknowledges and confirms that Lender shall impose certain administrative processing and/or commitment fees in connection with (a) the extension, renewal, modification, amendment and termination of its loans, (b) the release or substitution of collateral therefor, (c) obtaining certain consents, waivers and approvals with respect to the Property, or (d) the review of any Lease or proposed Lease or the preparation or review of any subordination, non-disturbance and attornment agreement. In addition, in any civil action to foreclose the lien hereof or otherwise enforce Lender's rights, there shall be allowed and included as additional Indebtedness in the order or judgment for foreclosure and sale or other order all expenditures and expenses which may be paid or incurred by or on behalf of Lender Lender, including attorneys' fees, costs and expenses, receiver's fees, costs and expenses, appraiser's fees, engineers' fees, outlays for documentary and expert evidence, stenographers' charges, publication costs, and costs (which may be estimates as to items to be expended after entry of said order or judgment) of procuring all such abstracts of title, title searches and examination, title insurance policies, Torrens' Certificates and similar data and assurances with respect to the title as Lender may deem reasonably necessary either to prosecute such civil action or to evidence to bidders at any sale which may be had pursuant to such order or judgment the true condition of the title to, or the value of, the Property (all said expenditures and expenses are hereinafter collectively referred to as the "REIMBURSABLE EXPENSESReimbursable Expenses"). All Reimbursable Expenses, and such costs, expenses and fees as may be incurred by Lender at any time or times hereafter in the protection of the Property, in maintaining required insurance, in enforcing the Obligations, and/or the maintenance of the lien established by any of the Loan Documents, including accountants' and attorneys' fees, costs and expenses in any advice, litigation, or proceeding affecting the Loan Documents or the Property, whether instituted by Lender, Borrower or any other party, or in preparation for the commencement or defense of any action or proceeding or threatened action or proceeding, shall be immediately due and payable to Lender by Borrower, and, to the extent such services relate to the Hazardous Substances Indemnification Agreement of even date herewith from Borrower and Guarantors in favor of Lender, by Borrower and Guarantors, with interest thereon at the Default Rate after the expiration of any applicable notice and cure period as provided herein and as set forth in the Note, and shall be secured by the Loan Documents. In addition, Borrower shall be liable for the payment of all commissions and brokerage fees relating to the Loan.