Common use of Expenses and Attorneys’ Fees Clause in Contracts

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable and documented out-of-pocket fees, costs and expenses incurred by Lender Agent in connection with any matters contemplated by or arising out of this Loan Agreement, Agreement or the other Transaction Documents including the following, and Loan Parties agree that all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, other than allocated costs of internal counsel, and reasonable fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, due diligence investigation, negotiation, preparation, documentation, negotiationexecution, closing and administration of the Transaction Documents, the Term Loan, and any amendments, waivers, consents, forbearance and other modifications relating thereto or any subordination or intercreditor agreements; and (Db) reasonable fees, out of pocket costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Agent for the benefit of Lenders including title insurance premiums, real estate survey costs and mortgage or recording taxes and fees; (c) fees, out of pocket costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including Agent’s standard wire transfer fee; (d) fees, out of pocket costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (e) fees, costs, expenses (including reasonable attorneys' fees ’ fees) and fees costs of other professionals retained by Lender) settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Transaction Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note Borrower or any other Loan Party under this Agreement or any other Transaction Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any ; (f) Agent’s reasonable out of pocket expenses and internal costs and expenses due disbursements, whenever incurred, in monitoring and payable administering the Term Loan; and (g) the cost of procuring background checks or updating background checks previously obtained by Agent relating to Lender after officers of Loan Parties (Loan Parties shall use their best efforts to obtain the Closing Date may be paid consent of all officers to Lender pursuant to the Cash Management Agreementsuch checks or updated checks).

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Mortgagor agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Mortgagee in connection with any matters contemplated by or arising out of this Mortgage and the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the ObligationsDebt, payable on demand: (Ai) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by LenderMortgagee) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bii) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by LenderMortgagee) incurred in connection with the administration of the Loan Documents and the Loan loan and any amendments, modifications and waivers relating thereto; (Ciii) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (Div) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by LenderMortgagee) incurred in any action to enforce or interpret this Loan Agreement Mortgage or the other Loan Documents or to collect any payments due from the Borrowers Mortgagor under this Loan AgreementMortgage, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan AgreementMortgage, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree each Note Party agrees to promptly pay all reasonable and documented: (a) fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including Agent and the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses Purchasers (including reasonable attorneys' fees, ’ fees and other professionals retained by Lenderexpenses) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Note Documents; (Bb) subject to Section 10.2fees, costs and expenses incurred by Agent and the Purchasers (including reasonable attorneys’ fees and expenses) incurred in connection with the review, negotiation, preparation, documentation, execution and administration of the Note Documents, the Notes, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable documentation charges assessed by Agent and the Purchasers for amendments, waivers, consents and any other related documentation; (c) fees, costs and expenses (including reasonable attorneys' ’ fees and other professionals retained by Lenderexpenses) incurred in connection with the administration of the Loan Documents and the Loan by Agent and any amendmentsPurchaser in creating, modifications perfecting and waivers relating theretomaintaining perfection of Liens in favor of Agent, on behalf of Agent and Secured Parties; (Cd) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred by Agent in connection with forwarding to the reviewBorrower the proceeds of the Notes including Agent’s or any Purchasers’ standard wire transfer fee; (e) fees, documentationcosts, negotiationexpenses and bank charges, closing including bank charges for returned checks, incurred by Agent and administration any Purchaser in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of any subordination or intercreditor agreementsthe Collateral; and (Df) reasonable fees, costs and costs, expenses (including reasonable attorneys' ’ fees and fees expenses) of other professionals retained by Lender) Agent and any Purchaser and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Note Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note Borrower or any other Loan Note Party under this Agreement or any other Note Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any All such fees, costs and expenses due shall be part of the Obligations, payable on demand and payable to Lender after secured by the Closing Date may be paid to Lender pursuant to the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, fees of attorneys and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees of attorneys and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of attorneys and other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note Notes or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise; and (E) any other Administrative Fees. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether All owners of account(s) or service(s) with us agree, jointly and severally, to pay us for all costs and expenses, including attorneys' fees we may incur: (1) If it is necessary for us to bring any legal or other action to collect any sum you owe the Credit Union; (2) If we incur any costs or expense as a result of any order or instruction received from any owner or any owner's agent under this Agreement, any adverse claim, legal process, your failure to comply with any obligation in this Agreement, or otherwise; (3) If we incur any expense as a result of any dispute, adverse or inconsistent claims; (4) If we bring any action contemplated in this Agreement; (5) If we successfully defend any claim against the Credit Union brought by any owner, agent, personal representative, executor, heir or other party in interest brought via any formal or informal process (including but not limited to arbitration or mediation) involving your accounts or services with us; or (6) If we deem it necessary to seek the transactions contemplated hereby shall be consummatedadvice or opinion of legal counsel or other professionals regarding the bona fides or legality of any transaction(s) to/from your accounts or involving any services with us, the Borrowers or any request for information or documentation regarding any of your accounts and/or services with us. If you are responsible to pay us any costs of collection or legal expenses incurred in collecting any amount you owe; in enforcing or protecting our rights under this Agreement or otherwise; or as provided in this subsection, including but not limited to costs of repossession, repair, appraisal, and all other costs or expenses, you agree to promptly pay all reasonable fees, us the actual amount of such costs and expenses incurred by Lender in connection together with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with . In the examination, review, due diligence investigation, documentation and closing case of any collection action you agree that 20% of the financing arrangements evidenced by unpaid balance or such greater sum as may be appropriate based on the Loan Documents; (B) subject circumstances shall be a reasonable amount, unless applicable law specifically provides otherwise. Further, you agree to Section 10.2pay the Credit Union an additional sum for any costs, reasonable fees, costs and legal expenses (including reasonable or attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action appellate, bankruptcy or post judgment proceedings, except as limited or prohibited by applicable law. Any costs, expenses or fees hereunder will be paid from any of your account(s) with the Credit Union before payment to enforce any owner or interpret this Loan Agreement or other party. If the other Loan Documents or to collect any payments due from amounts in your account(s) are not sufficient, then the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring owner(s) of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" affected account(s) or in connection with parties to any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreementapplicable services will immediately pay any difference.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummatedIn addition to fees due under Subsections 1.4(A) and 1.4(B), the Borrowers agree Borrower agrees to pay promptly pay all reasonable and documented out-of-pocket fees, costs and expenses (including those reasonable and documented out-of-pocket fees and expenses of outside counsel) incurred by Administrative Agent or any Issuing Lender in connection with (i) any matters contemplated by or arising out of this the Loan AgreementDocuments, or (ii) the continued administration of the Loan Documents, including the following, and all any such fees, costs and expenses shall be part incurred in perfecting, maintaining, determining the priority of the Obligations, and releasing any security and any tax payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the any Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (Cwhether or not consummated). In addition to fees due under Subsections 1.4(A) subject and (B), Borrower shall also reimburse on demand Administrative Agent and each Issuing Lender for its expenses (including reasonable and documented out-of-pocket attorneys’ fees and costs, provided that, such fees and expenses paid on or about the Fourth Amendment and Restatement Date shall be evidenced by a detailed invoice (which may be redacted as needed to Section 10.2protect confidential information) showing individual time entries and billing rates of such outside counsel)) incurred in connection with documenting and closing the transactions contemplated herein. In addition to fees due under Subsections 1.4(A) and (B), Borrower agrees to pay promptly (1) all reasonable and documented out-of-pocket costs and expenses incurred by Administrative Agent in connection with any amendment, supplement, waiver or modification of any of the Loan Documents and (2) all reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys' fees) incurred by each of Administrative Agent and Lenders in connection with any Event of Default and any enforcement of collection proceeding resulting therefrom or, during the review, documentation, negotiation, closing and administration continuance of any subordination Event of Default, any workout or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees restructuring of other professionals retained by Lender) incurred in any of the transactions hereunder or contemplated thereby or any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan AgreementBorrower. All fees, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due for which Borrower is responsible under this Subsection 1.4(D) shall be deemed part of the Obligations when incurred, payable upon demand and payable to Lender after in accordance with the Closing Date may second paragraph of Subsection 1.5 and shall be paid to Lender pursuant to secured by the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.. 106

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree each Loan Party agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Lender (including reasonable attorneys' feesfees and expenses and fees of consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses incurred by Lender (including reasonable attorneys' fees and expenses, the allocated costs of Lender's internal legal staff and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution, syndication and administration of the Loan Documents and Documents, the Loan Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable documentation charges assessed by Lender for amendments, waivers, consents and waivers relating theretoany other documentation prepared by Lender's internal legal staff; (Cc) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred by on behalf of Lender in connection with the reviewcreating, documentationperfecting and maintaining perfection of Liens in favor of Lender, negotiation, closing and administration of any subordination or intercreditor agreements; and (Dd) reasonable fees, costs and expenses incurred by Lender in connection with forwarding to Borrowers the proceeds of Loans including Lender's bank's standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal legal staff) of Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers any Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all fees, costs and expenses (including reasonable attorneys’ fees, court costs, cost of appeal and the reasonable fees, costs and expenses of other professionals retained by Lender) incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demandfive (5) Business Days written notice: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2the giving or withholding of any consents, reasonable feesapprovals, costs or permissions, administration of the Loan, disbursements of the Loan and expenses (including reasonable attorneys' fees disbursements from the Accounts and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating theretoto the Loan Documents requested by Borrower; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, negotiation and closing and administration of any subordination or intercreditor agreements, Lease reviews, and subordination, nondisturbance and attornment agreements; (D) Lender’s Representative; and (DE) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees enforcement of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect Documents, the collection of any payments due from Borrower or Guarantor under the Borrowers under this Loan Agreement, the Note Documents or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this the Loan AgreementDocument, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to ; provided, however, in no event shall Borrower be liable for any fees incurred by Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreementin connection with a Securitization.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable out-of-pocket fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) incurred in connection with the review, documentation, negotiation, closing negotiation and administration of any subordination requests initiated by any Borrower under or intercreditor in connection with the Loan Documents (including, without limitation, requests for lease, budget and management approvals and subordination, non disturbance and/or attornment agreements); and (D) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers any Borrower under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreementterms hereof.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Mortgage and the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, Debt and payable on demand: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, ’ fees and the fees of other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and the fees of other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan loan and any amendments, modifications and waivers relating thereto; (Cc) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (Dd) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and the fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement Mortgage or the other Loan Documents or to collect any payments due from the Borrowers Borrower under this Loan AgreementMortgage, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan AgreementMortgage, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Agent in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such reasonable fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and reasonable fees of environmental consultants, accountants and other professionals retained by Agent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Agent in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Lenders; (d) reasonable fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Loans including Agent's or any Lenders' standard wire transfer fee; (e) reasonable fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) reasonable fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of Agent or any Lender and reasonable costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether Except as otherwise provided in this Agreement, whether or not the transactions contemplated hereby shall be are consummated, the Borrowers agree to promptly each Party shall bear and pay all reasonable fees, costs its own fees and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examinationpreparation, reviewnegotiation, due diligence investigationexecution and performance of this Agreement and the transactions contemplated hereby, documentation including all fees and closing expenses of their respective attorneys, accountants, advisors, agents and other representatives. Purchaser shall pay the following: (a) all costs of surveys of the financing arrangements evidenced Real Property ordered by Purchaser, (b) all costs of any environmental surveys of any of the Loan Documents; Real Property ordered by Purchaser, and (Bc) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' all filing fees and other professionals retained by Lender) incurred under the HSR Act in connection with the administration of the Loan Documents transactions contemplated hereby. All sales or transfer Taxes, recording charges and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred escrow fees in connection with the review, documentation, negotiation, closing conveyance of the Assets shall be paid one-half by Sellers and administration one-half by Purchaser. All fees or costs due to any lender of any subordination Seller, if any, in order to secure any necessary consents or intercreditor agreementsreleases in connection with the consummation of the transactions contemplated herein shall be paid by Sellers. Sellers shall pay one-half and Purchaser shall pay one-half of all amounts payable to any title company in respect of any of the Title Commitments, copies of exceptions and the Title Policies, including reasonable premiums (including premiums for endorsements) and search fees; provided, however, that notwithstanding anything in this sentence to the contrary, Sellers’ liability with respect to premiums for the Title Policies shall not exceed $.50 per $1,000 of the total amount insured pursuant to such Title Policies. Notwithstanding the foregoing, Purchaser shall be solely responsible for all costs, fees or endorsements with respect to any mortgagee Title Policies required by any creditor or lender of Purchaser, the cost of which shall be based upon the lower simultaneous issue premium. Sellers shall pay one-half and (D) reasonable fees, costs Purchaser shall pay one-half of the fees and expenses (including reasonable attorneys' of the Escrow Agent under the Escrow Agreements. If this Agreement is terminated, the obligation of any Party to pay its own fees and fees expenses will be subject to any rights of such Party arising from a breach of this Agreement by any other professionals retained by Lender) incurred in Party. If any action is brought by any Seller or Purchaser to enforce or interpret any provision of this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any prevailing Party shall be entitled to recover its court costs and expenses due and payable to Lender after reasonable attorneys’ fees from the Closing Date other such Party (from Purchaser or Sellers, as the case may be paid to Lender pursuant to the Cash Management Agreementbe).

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals 100 retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. , Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree each Loan Party agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Lender (including reasonable attorneys' feesfees and expenses and fees of consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses incurred by Lender (including reasonable attorneys' fees and expenses, the allocated costs of Lender's internal legal staff and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution, syndication and administration of the Loan Documents and Documents, the Loan Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable documentation charges assessed by Lender for amendments, waivers, consents and waivers relating theretoany other documentation prepared by Lender's internal legal staff; (Cc) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred on behalf of Lender in connection with the reviewcreating, documentation, negotiation, closing perfecting and administration maintaining perfection of any subordination or intercreditor agreementsLiens in favor of Lender; and (Dd) reasonable fees, costs and expenses incurred by Lender in connection with forwarding to Borrower the proceeds of Loans including Lender's bank's standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal legal staff) of Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Agent (and Lenders to the extent herein provided) in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of accountants, auditors and other professionals retained by LenderAgent) incurred by Agent in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of accountants, auditors and other professionals retained by Agent) incurred by Agent in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Agent in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Agent and Lenders; (d) reasonable fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Loans including Agent's or any Lenders' standard wire transfer fee; (e) reasonable fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) reasonable fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.credit

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummatedIn addition to fees due under Subsections 1.4(A) and 1.4(B), the Borrowers agree Xxxxxxxx agrees to pay promptly pay all reasonable out-of-pocket fees, costs and expenses (including those of attorneys) incurred by Lender each of Administrative Agent and Lenders in connection with (i) any matters contemplated by or arising out of this the Loan AgreementDocuments, and (ii) the continued administration of the Loan Documents, including the following, and all any such fees, costs and expenses incurred in perfecting, maintaining, determining the priority of and releasing any security, any tax payable in connection with any Loan Documents and any amendments, modifications and waivers. In addition to fees due under Subsections 1.4(A) and (B), Borrower shall be part also reimburse on demand each of the Obligations, payable on demand: (A) reasonable fees, costs Administrative Agent and Lenders for their out-of-pocket expenses (including reasonable attorneys' fees, ’ fees and other professionals retained by Lenderexpenses and syndication costs and expenses) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject transactions contemplated herein. Xxxxxxxx agrees to Section 10.2, pay promptly all reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys' fees incurred by each of Administrative Agent and other professionals retained by Lender) incurred Lenders in connection with the administration any amendment, supplement, waiver or modification of any of the Loan Documents and the Loan Documents, any Default or Event of Default and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration enforcement of collection proceeding resulting therefrom or any workout or restructuring of any subordination of the transactions hereunder or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in contemplated thereby or any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan AgreementBorrower. All fees, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due for which Borrower is responsible under this Subsection 1.4(D) shall be deemed part of the Obligations when incurred, payable upon demand and payable to Lender after in accordance with the Closing Date may be paid to Lender pursuant to second paragraph of Subsection 1.5 and secured by the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all of the following fees, costs and expenses (including, as applicable, reasonable attorney's fees, allocated costs of internal counsel and reasonable fees of environmental consultants, industry consultants, accountants and other professionals retained by Agent or Lenders) all which shall be part of the Obligations, payable on demand and secured by the Collateral: (A) all reasonable fees, costs and expenses incurred by Lender Agent in connection with any matters contemplated by or arising out of this Agreement or the other Loan AgreementDocuments, including the following, and all (i) such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation documentation, syndication and closing of the financing arrangements evidenced by the Loan Documents; (Bii) subject to Section 10.2, reasonable such fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the negotiation, preparation, execution, syndication and administration of the Loan Documents and Documents, the Loan Loans, and any amendments, modifications and waivers relating thereto; (Ciii) subject to Section 10.2, reasonable such fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Lenders, pursuant to any Loan Document, including lien search fees, filing and recording fees, taxes and expenses, title insurance policy fees, fees and expenses of attorneys for providing such opinions as Agent may reasonably request and fees and expenses of attorneys to Agent; (including reasonable attorneys' iv) such fees) , costs and expenses incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; (v) fees, costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including Agent's standard wire transfer fee; and (Dvi) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (B) all reasonable fees, costs and expenses incurred by any issuer of any Lender Letter of Credit in connection with the issuance and administration of Lender Letters of Credit, including standard charges assessed by the issuer of any Lender Letter of Credit in connection with the negotiation, amendment or cancellation of any Lender Letter of Credit and standard wire transfer fees; (including C) all reasonable attorneys' fees fees, costs and fees of other professionals retained expenses incurred by Lender) incurred Agent or any Lender in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Notes or any other Loan Document or incurred in connection with any actual or proposed refinancing or restructuring of the credit arrangements provided under this Loan Agreement, Agreement whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs Borrower hereby authorizes and directs Agent, at Agent's option, to debit the Loan Account (by increasing the principal balance of the Revolving Loan) in the amount of any such fees and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreementwhen due.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, negotiation, preparation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and Documents, the Loan Loans and any amendments, waivers, consents, forbearances and other modifications and waivers relating thereto; (Cc) subject reasonable fees, costs and expenses incurred by Lender in creating, perfecting, and maintaining perfection of Liens in favor of Lender, to Section 10.2the extent any such Liens may from time to time be granted by any Loan Party; and (d) upon the occurrence of any Default or Event of Default, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) of Lender and costs of settlement incurred in connection with the review, documentation, negotiation, closing and administration of any subordination collecting upon or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret enforcing rights under this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable out-of-pocket fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the Loan Agreement, including the followingDocuments, and all such reasonable out-of-pocket fees, costs and expenses incurred in connection with the negotiation, documentation, closing, administration, servicing, enforcement, interpretation, and collection of the Loan and the Loan Documents, and in the preservation and protection of Lender’s rights hereunder and thereunder, and in response to requests or other matters presented by Borrower, all of which shall be part of the Obligations. By way of example and not limitation, payable on demand: (A) the reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained incurred by Lender) incurred Lender in connection with the following shall be included: (a) examination, review, due diligence diligence, investigation, documentation and closing of the financing arrangements transactions evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto, whether proposed or consummated; (Cc) subject administration of the Loan and Loan Documents, including response to Section 10.2, reasonable fees, costs and expenses any requests by Borrower; (including reasonable attorneys' feesd) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination agreements, non-disturbance agreements, Leases, or intercreditor agreements; and (De) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any guarantor or indemnitor under this Loan Agreement, the Note Agreement or any other Loan Document Document; (f) any case or incurred in connection with proceeding under Title 11 or any other Title of the United States Code (or any law succeeding or replacing any of the same); and (g) any refinancing or restructuring of the credit arrangements provided under this Loan Agreementor the Loan Documents, whether in the nature of a "“workout" or ,” in connection with any insolvency or bankruptcy proceedings proceedings, or otherwise, and (h) any matter as to which Borrower is obligated to indemnify Lender hereunder. In each case, Lender’s fees, costs and expenses to be reimbursed by Borrower hereunder shall include the reasonable fees, costs and expenses of legal counsel and other professionals retained by Lender, provided, however, that the obligation of Borrower to pay attorneys’ fees pursuant to any provision of this Agreement or any other Loan Documents shall not include costs of Lender’s internal “in house” legal personnel. At the Closing, Lender is authorized to pay directly from the proceeds of the Loan any or all of the foregoing fees, costs and expenses then or theretofore incurred. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.terms hereof. If Lender so elects, Lender may acquire a tax service contract for the Property, in which case the reasonable costs of the same shall be reimbursed by Borrower

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, reasonable allocated costs of internal counsel and reasonable fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution and administration of the Loan Documents and Documents, the Loan Term Loan, and any amendments, waivers, consents, forbearance and other modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, out of pocket costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Lender including title insurance premiums, real estate survey costs and mortgage or recording taxes and fees; (d) fees, out of pocket costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including Lender’s standard wire transfer fee; (e) fees, out of pocket costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' ’ fees and fees reasonable allocated costs of other professionals retained by Lenderinternal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Credit Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any ; (g) Lender’s reasonable out of pocket expenses and internal costs and expenses due disbursements, whenever incurred, in monitoring and payable administering the Term Loan and Warrant; and (h) the cost of procuring background checks or updating background checks previously obtained by Lender relating to Lender after officers of Borrower (Borrower shall use its best efforts to obtain the Closing Date may be paid consent of all officers to Lender pursuant to the Cash Management Agreementsuch checks or updated checks).

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable reasonable, documented, out-of-pocket fees, charges, costs and expenses (including, without duplication, reasonable attorneys’ fees and expenses) incurred by Lender Agent in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation documentation, negotiation, closing and closing syndication of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan DocumentsDocuments including any amendments, modifications, consents and waivers, and Agent will use its best efforts to give Borrowers reasonable notice of all such out-of-pocket fees, charges, costs and expenses; provided, however, that so long as no Default or Event of Default has occurred and is continuing, Borrower’s obligation to reimburse out-of-pocket expenses in respect of (Bi) subject any Field Examination (as defined in Section 4.3 hereof) shall not exceed $40,000 and (ii) any Fixed Asset Appraisal (as defined in Section 6.1(g) hereof) shall not exceed $125,000. Borrowers agree to Section 10.2promptly pay reasonable documentation charges assessed by Agent for amendments, reasonable waivers, consents and any of the documentation prepared by Agent’s internal legal staff. Borrowers agree to promptly pay, without duplication, all reasonable, documented, out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendmentsfees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses (including reasonable of attorneys' fees, auditors, appraisers, consultants and advisors) incurred by Agent in connection with any (i) amendment, waiver or consent requested by a Credit Party with respect to the reviewLoan Documents, documentation(ii) Event of Default, negotiation, closing and administration of any subordination (iii) work-out or intercreditor agreements; and (Div) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred Credit Party. In addition, in connection with any refinancing work-out or restructuring of the credit arrangements provided under this action to enforce any Loan AgreementDocument or to collect any payments due from Borrowers or any other Credit Party, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwiseBorrowers agree to promptly pay all reasonable fees, charges, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lenders. Any All fees, charges, costs and expenses due for which Borrowers are responsible under this Section 1.3(e) shall be deemed part of the Obligations when incurred, payable in accordance with the final sentence of Section 1.4 and payable to Lender after secured by the Closing Date may be paid to Lender pursuant to the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether Without limiting Grantor’s obligations under the Credit Agreement or not the transactions contemplated hereby shall be consummatedother Loan Documents, the Borrowers agree Grantor agrees to promptly pay all fees, costs, charges and expenses of Agent (including reasonable attorneys’ fees and expenses) incurred in connection with (a) protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral, (b) creating, perfecting, maintaining and enforcing Agent’s Liens and (c) collecting, enforcing, retaking, holding, preparing for disposition, processing and disposing of Collateral. Grantor shall also pay any and all excise, property, sales and use taxes imposed by any federal, state, local or foreign authority on any of the Collateral, or with respect to periodic appraisals and inspections of the Collateral, or with respect to the sale or other disposition thereof. If Grantor fails to promptly pay any portion of the above costs, fees and expenses when due or to perform any other obligation of Grantor under this Security Agreement, Agent or any other Lender may, at its option, but shall not be required to, pay or perform the same and charge Grantor’s account for all fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the followingtherefor, and all Grantor agrees to reimburse Agent or such fees, costs and expenses shall be part Lender therefor on demand. All sums so paid or incurred by Agent or any other Lender for any of the Obligationsforegoing, payable on demand: (A) reasonable any and all other sums for which Grantor may become liable hereunder and all fees, costs and expenses (including reasonable attorneys' ’ fees, legal expenses and other professionals retained by Lendercourt costs) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note Agent or any other Loan Document Lender in enforcing or incurred in connection with protecting the Liens or any refinancing of their rights or restructuring of the credit arrangements provided remedies under this Loan AgreementSecurity Agreement shall be payable on demand, whether shall constitute Obligations, shall bear interest until paid at the highest rate provided in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs Credit Agreement and expenses due and payable to Lender after shall be secured by the Closing Date may be paid to Lender pursuant to the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers Loan Parties agree to promptly pay all reasonable fees, costs and expenses incurred by Lender each Agent in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lenderany Agent) incurred in connection with the examination, review, review and due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by any Agent and search, filing, recording costs and fees of search and filing firms) incurred by any Agent in connection with the review, negotiation, preparation, documentation, negotiationclosing, closing execution, syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Administrative Agent in creating, perfecting and maintaining perfection of Liens in favor of Administrative Agent, on behalf of Lenders and Issuing Banks; (d) fees, costs and expenses incurred by any Agent in connection with forwarding to Borrowers the proceeds of Loans including Administrative Agent's or any Lenders' standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Administrative Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of any Agent, any Lender or Issuing Bank and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by each of Collateral Agent, Documentation Agent, Administrative Agent and Issuing Lender (and, with respect to subsection 10.1(f) only, each Lender, each Agent and Issuing Lender) in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by each of Collateral Agent, Documentation Agent, Administrative Agent and Issuing Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by each of Collateral Agent, Documentation Agent, Administrative Agent and Issuing Lender) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Collateral Agent in creating, perfecting and maintaining perfection of Liens in favor of Collateral Agent, on behalf of Agents and Lenders; (d) fees, costs and expenses incurred by each of Collateral Agent, Documentation Agent and Administrative Agent in connection with forwarding to Borrower the proceeds of Loans including any Agent's or any Lenders' standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by any Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of any Agent, Issuing Lender or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree each Grantor agrees to promptly pay all reasonable out-of-pocket fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, Agreement including the following, and all such fees, costs and expenses shall be part of the Obligations, Obligations payable on demanddemand and secured by the Collateral: (A) reasonable fees, out-of-pocket costs and expenses incurred by the Collateral Agent (including reasonable attorneys' feesfees of environmental consultants, accountants and other professionals retained by Lenderthe Collateral Agent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documentsthis Agreement; (B) subject to Section 10.2, reasonable fees, out-of-pocket costs and expenses incurred by the Collateral Agent (including reasonable attorneys' ’ fees and expenses and reasonable fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesCollateral Agent) incurred in connection with the review, negotiation, preparation, documentation, negotiation, closing execution and administration of this Agreement any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable documentation charges assessed by the Collateral Agent for amendments, waivers, consents and any other documentation prepared by the Collateral Agent’s internal legal staff; (C) out-of-pocket costs and expenses incurred by the Collateral Agent’ in creating, perfecting and maintaining perfection of Liens in favor of the Collateral Agent; (D) out-of-pocket costs and expenses incurred by the Collateral Agent in connection with forwarding to Grantors the proceeds of the Notes including the Collateral Agent’s standard wire transfer fee; and (DE) reasonable fees, out-of-pocket costs and expenses (including reasonable attorneys' fees of the Collateral Agent and fees costs of other professionals retained by Lender) settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Grantors or any of their now or hereafter existing Subsidiaries under this Loan Agreement, the Note or any other Loan Document Agreement or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay on demand all reasonable and documented fees, costs and expenses (including those of one firm of attorneys and local or special counsel hired by such one firm) incurred by Lender Agent in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation documentation, negotiation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject transactions contemplated herein and to Section 10.2, promptly pay all reasonable and documented fees, costs and expenses (including reasonable attorneys' fees those of one firm of attorneys and other professionals retained local or special counsel hired by Lendersuch one firm) incurred by Agent in connection with the continued administration (excluding any fees, costs and expenses incurred by Agent in connection with assignments and participations in Loans and Notes) of the Loan Documents and the Loan and including any amendments, modifications and waivers relating thereto; (C) subject waivers. Furthermore, Borrower agrees to Section 10.2pay on demand reasonable and documented fees, costs and expenses in connection with the negotiation, preparation and closing of this Agreement for each Lender other than Agent in amount not to exceed, in the aggregate for each such Lender, $3,500. Without limiting the foregoing, all such fees, costs and expenses incurred through the date the parties hereto sign this Agreement shall be paid on such date. Borrower agrees to promptly pay all reasonable and documented fees, costs and expenses (including reasonable those of attorneys' fees) incurred by Agent and Lenders in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note Borrower or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan AgreementParty. All fees, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due for which Borrower is responsible under this subsection 1.3(D) shall be deemed part of the Obligations when incurred, shall bear interest, shall be payable in accordance with the final two sentences of subsection 1.4 and payable to Lender after shall be secured by the Closing Date may be paid to Lender pursuant to the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Mortgage and the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, Debt and payable on demand: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, fees and the fees of other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and the fees of other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (Cc) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (Dd) reasonable fees, costs and expenses (including reasonable attorneys' fees and the fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement Mortgage or the other Loan Documents or to collect any payments due from the Borrowers Borrower under this Loan AgreementMortgage, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan AgreementMortgage, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the 52 61 following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Agent or any Lender in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Lenders; (d) fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Loans including Agent's or any Lenders' standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses (including reasonable attorneys' fees and expenses and (without duplication) the allocated cost of internal legal staff) incurred by Lender each Authorized Agent in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation documentation, negotiation, closing and closing syndication of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan Documents; (B) subject Documents including any amendments, modifications, consents and waivers. Borrowers agree to Section 10.2promptly pay reasonable documentation charges assessed by each Authorized Agent for amendments, reasonable feeswaivers, costs consents and expenses any of the documentation prepared by any Authorized Agent (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents expenses and the Loan and any amendmentsallocated cost of internal legal staff). Borrowers agree to promptly pay all fees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable feescharges, costs and expenses of attorneys, external auditors (out-of-pocket costs, including reasonable attorneys' fees and fees expenses), internal auditors ($750 per audit day per in-house auditor plus out-of-pocket expenses), appraisers, consultants and advisors and the allocated cost of other professionals retained by Lenderinternal legal staff) incurred by any Authorized Agent in connection with any Event of Default, work-out or action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred Credit Party. In addition, in connection with any refinancing work-out or restructuring of the credit arrangements provided under this action to enforce any Loan AgreementDocument or to collect any payments due from Borrowers or any other Credit Party, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any Borrowers agree to promptly pay all fees, charges, costs and expenses due incurred by Lenders for one (1) counsel acting for all Lenders other than Agents. All fees, charges, costs and expenses for which Borrowers are responsible under this Section 1.3(e) shall be deemed part of the Obligations when incurred, payable to Lender after upon demand or in accordance with Section 1.4(d) and secured by the Closing Date may be paid to Lender pursuant to the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all ------------------------------- reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Mortgage and the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the ObligationsDebt, payable on demand: (Ai) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bii) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (Diii) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement Mortgage or the other Loan Documents or to collect collect, upon Default hereunder or under the other Loan Documents, any payments due from the Borrowers Borrower under this Loan AgreementMortgage, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan AgreementMortgage, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, subject to any applicable limitations set forth below, and all such fees, costs and expenses shall be part of the Obligations, secured by the Collateral and added by Agent to the outstanding principal amount of the US Revolving Advances or, if Agent elects to xxxx Borrowers for such fees, costs, expenses and attorneys’ fees, payable on demandwithin ten (10) Business Days of receipt by Borrowing Agent of a detailed invoice therefor: (Aa) reasonable reasonable, documented out-of-pocket fees, costs and expenses incurred by Agent (including reasonable attorneys' fees’ fees and expenses, fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2reasonable, documented out-of-pocket fees, costs and expenses incurred by Agent (including reasonable attorneys’ fees and expenses, and fees of environmental consultants, accountants and other professionals retained by Agent) incurred in connection with the review, negotiation, preparation, documentation, execution, syndication and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; (c) reasonable, documented out-of-pocket fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender’ fees) incurred by Agent in connection with the administration creating, perfecting and maintaining perfection of the Loan Documents Liens in favor of Agent, on behalf of Agent and the Loan and any amendments, modifications and waivers relating theretoLenders; (Cd) subject to Section 10.2reasonable, reasonable documented out-of-pocket fees, costs and expenses (including reasonable attorneys' fees) incurred by Agent in connection with forwarding to Borrowers the reviewproceeds of Loans including Agent’s or any Lenders’ standard wire transfer fee; (e) fees, documentationcosts, negotiationexpenses and bank charges, closing including bank charges for returned checks, incurred by Agent in establishing, maintaining and administration handling lock box accounts, blocked accounts or other accounts for collection of any subordination or intercreditor agreementsthe Collateral; and (Df) reasonable fees, costs and expenses (including reasonable attorneys' fees of Agent, Canadian Agent, any Issuing Lender or any Lender and fees costs of other professionals retained by Lender) settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers each Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender , in each case pursuant to this clause (f), following the Cash Management Agreementoccurrence and during the continuance of an Event of Default.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' fees’ fees and expenses, the allocated costs of Agent’s internal legal staff and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' ’ fees and expenses, the allocated costs of Agent’s internal legal staff and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable documentation charges assessed by Agent for amendments, waivers, consents and any other documentation prepared by Agent’s internal legal staff; and (Dc) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and allocated costs of internal legal staff) incurred by Agent or any Lender in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Agent and Lenders; (d) fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Loans including Agent’s or any Lenders’ standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including attorneys’ fees and allocated costs of other professionals retained by Lenderinternal legal staff) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Company agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender the Collateral Agent, the Paying Agent, the Calculation Agent, the Backup Servicer, as Backup Servicer or Successor Servicer, and Holders in connection with any matters contemplated by or arising out of this Loan AgreementAgreement and (solely with respect to the Holders) that result from an action or omission of the Company or any related Obligor or that are otherwise attributable to the Company or any related Obligor, including the following, and all such fees, costs and expenses shall be part of the ObligationsObligations of the Company, payable by the Company on demand: (A) reasonable fees, costs and expenses (including (i) reasonable attorneys' ’ fees, and other professionals retained by Lenderthe Collateral Agent, the Paying Agent and the Calculation Agent, (ii) reasonable attorneys’ fees and other professionals retained by the Backup Servicer as Successor Servicer, and (iii) reasonable attorneys’ fees, and other professionals retained by the Holders) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Finance Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including (i) reasonable attorneys' ’ fees and other professionals retained by Lenderthe Collateral Agent, the Paying Agent and the Calculation Agent, (ii) reasonable attorneys’ fees and other professionals retained by the Backup Servicer as Backup Servicer or Successor Servicer, and (iii) reasonable attorneys’ fees, and other professionals retained by the Holders) incurred in connection with the administration of the Loan Finance Documents and the Loan Promissory Certificates and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including (i) reasonable attorneys' ’ fees and fees of other professionals retained by Lenderthe Collateral Agent, the Paying Agent and the Calculation Agent, (ii) reasonable attorneys’ fees and other professionals retained by the Backup Servicer as Successor Servicer, and (iii) reasonable attorneys’ fees, and other professionals retained by any Holder) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Finance Documents or to collect any payments due from the Borrowers Obligors under this Loan Agreement, the Note Promissory Certificates or any other Loan Finance Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise; and (E) any other Administrative Expenses. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender The Company’s payment obligations pursuant to this Section 14.1 shall survive the Cash Management Agreementpayment in full of the Promissory Certificates, the discharge of this Agreement and the resignation or removal of the Paying Agent, the Calculation Agent and/or the Collateral Agent.

Expenses and Attorneys’ Fees. Whether or not the ------------------------------- transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Agent in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigationinvestiga-tion, documentation and closing of the financing arrangements evidenced by the Loan DocumentsDocuments and this Amendment and Restatement; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (Db) reasonable fees, costs and expenses (including attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Agent) incurred in connection with the review, negotiation, preparation, documenta-tion, execution and admin-istration of the Loan Documents, the Revolving Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; (c) reasonable fees, costs and expenses incurred by Agent in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Lenders; (d) reasonable fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Revolving Loans including Agent's or any Lenders' standard wire transfer fee; (e) reasonable fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establish-ing, main-taining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) incurred in collecting upon or enforcing rights against the Collateral, including, without limitation, costs of settlement, or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement, in each case, incurred by Agent, and, if an Event of Default has occurred, of any one or more Lenders.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree each Loan Party jointly and severally agrees to promptly pay all reasonable and documented fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such reasonable fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Charged Property: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, and fees of environmental consultants, accountants and other professionals retained by Lenderthe Lenders as a group) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable feesb)fees, costs and expenses (including reasonable attorneys' fees, and fees and other of professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesLenders as a group) incurred in connection with the review, negotiation, preparation, documentation, negotiation, closing execution and administration of the Loan Documents, the Loan, and any amendments, waivers, consents, forbearance and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, out of pocket costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favour of Lender including title insurance premiums, real estate survey costs and mortgage or recording taxes and fees; (d) fees, out of pocket costs and expenses incurred in connection with forwarding to Borrower the proceeds of the Loan including Lender's standard wire transfer fee; (e) fees, costs, expenses (including reasonable attorneys' fees fees) and fees costs of other professionals retained by Lender) settlement incurred in collecting upon or enforcing rights against the Charged Property or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers any Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs ; and (f) Lender's out of pocket expenses due and payable to Lender after disbursements, whenever incurred, in monitoring and administering the Closing Date may be paid to Lender pursuant to the Cash Management AgreementLoan.

Expenses and Attorneys’ Fees. Whether or not the transactions ---------------------------- contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and other professionals retained by Lender) incurred in connection with the examinationfees of environmental consultants, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and Documents, the Loan Loans, and any amendments, waivers, consents, forbearances and other modifications and waivers relating theretothereto or any subordination or intercreditor agreements; (CB) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with creating, perfecting and maintaining perfection of Liens in favor of Lender; (C) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreementsCollateral; and (D) reasonable fees, costs and costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions ---------------------------- contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents, other than the appraisal of Borrower's catalog business, and subject to the limitations on reimbursements set forth in Lender's proposal letter dated September 10, 1996; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution and administration of the Loan Documents and Documents, the Loan Loans, and any amendments, waivers, consents, forbearances and other modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Lender; (d) fees, costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including Lender's standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such reasonable fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and reasonable fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and reasonable fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution and administration of the Loan Documents and Documents, the Loan Loans, and any amendments, waivers, consents, forbearances and other modifications and waivers relating theretothereto or any subordination or intercreditor agreements; (Cc) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the reviewcreating, documentation, negotiation, closing perfecting and administration maintaining perfection of any subordination or intercreditor agreementsLiens in favor of Lender; and (Dd) reasonable fees, costs and expenses incurred in connection with forwarding to Borrowers the proceeds of Loans including Lender's standard wire transfer fee; (e) reasonable fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) reasonable fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.54

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby Borrower shall be consummated, the Borrowers agree bear all of its own legal and professional fees and expenses. Borrower agrees to promptly pay all reasonable reasonable, out-of-pocket fees, charges, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Lender Agent in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation documentation, negotiation, closing and closing syndication of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan Documents; (B) subject Documents including any amendments, modifications, consents and waivers. Borrower agrees to Section 10.2promptly pay all reasonable, reasonable out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendmentsfees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses (including reasonable of attorneys' fees, auditors, appraisers, consultants and advisors) incurred by Agent in connection with any amendment, waiver or consent with respect to the reviewLoan Documents, documentationEvent of Default, negotiation, closing and administration of any subordination work-out or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan AgreementBorrower. In addition, the Note or any other Loan Document or incurred in connection with any refinancing work-out or restructuring action to enforce any Loan Document or to collect any payments due from Borrower, Borrower agrees to promptly pay all reasonable, out-of-pocket fees, charges, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lenders. All fees, charges, costs and expenses for which Borrower is responsible under this Section 13(b) shall be deemed part of the credit arrangements provided under Obligations when incurred, payable or in accordance with the final sentence of Section 1.4. Pursuant to this Loan AgreementSection 13(b), whether in the nature Borrower shall pay a legal fee of a "workout" or two hundred fifty thousand dollars ($250,000) in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable this transaction to Lender after Xxxxx, Xxxxxxxxxx & Xxx LLP at the Closing Date may be paid to Lender pursuant to the Cash Management AgreementClosing.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Grantee in connection with any matters contemplated by or arising out of this Security Instrument and the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the ObligationsDebt, payable on demand: (Ai) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and other professionals retained by LenderGrantee) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bii) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and other professionals retained by LenderGrantee) incurred in connection with the administration of the Loan Documents and the Loan loan and any amendments, modifications and waivers relating thereto; (Ciii) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (Div) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and fees of other professionals retained by LenderGrantee) incurred in any action to enforce or interpret this Loan Agreement Security Instrument or the other Loan Documents or to collect collect, upon the occurrence of an Event of Default hereunder or under the other Loan Documents, any payments due from the Borrowers Borrower under this Loan AgreementSecurity Instrument, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan AgreementSecurity Instrument, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not any of the transactions contemplated hereby Transactions shall be consummated, the Borrowers agree each Loan Party agrees to promptly pay all reasonable fees, costs and expenses of Agent incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' fees’ fees and expenses, the allocated costs of Agent’s internal legal staff and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses incurred by Agent (including attorneys’ fees and expenses, the allocated reasonable attorneys' costs of Agent’s internal legal staff and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable documentation charges assessed by Agent for amendments, waivers, consents and any other documentation prepared by Agent’s internal legal staff; and (Dc) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and allocated costs of internal legal staff) incurred by Agent in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Agent and Lenders; (d) reasonable fees, costs and expenses incurred by Agent in connection with forwarding to Borrowers the proceeds of Loans including Agent’s or any Lenders’ standard wire transfer fee; (e) reasonable fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, Blocked Accounts or other accounts for collection of the Collateral; (f) reasonable fees, costs, expenses (including attorneys’ fees and allocated costs of other professionals retained by Lenderinternal legal staff) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers any Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.84

Expenses and Attorneys’ Fees. Whether or not the transactions ---------------------------- contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Agent and, to the extent specified below, Lenders in connection with any matters contemplated by or arising out of this Agreement or any other Loan Agreement, Document including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses of Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses of Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, negotiation, preparation, documentation, negotiation, closing execution and administration of the Loan Documents, the Loans, and after the occurrence and during the continuance of an Event of Default, the fees, costs and expenses of Agent and Lenders (including attorney's fees and allocated costs of internal counsel) in connection with any amendments, waivers, consents, forbearance and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Agent for the benefit of Lenders; (d) fees, costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including Agent's standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent in establishing, maintaining and handling lock box accounts, Blocked Accounts or other accounts for collection of the Collateral; (f) fees, costs, and expenses of Agent and Lenders (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions ---------------------------- contemplated hereby shall be consummated, the Borrowers agree Borrower shall be liable for and agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and reasonable fees of other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and reasonable fees of other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether In addition to fees due under Subsections 1.4(A) and 1.4(B), Borrower agrees to pay promptly all reasonable fees, costs and expenses (including those of attorneys) incurred by Administrative Agent in connection with (i) any matters contemplated by or not arising out of the Loan Documents, (ii) the continued administration of the Loan Documents, including any such fees, costs and expenses incurred in perfecting, maintaining, determining the priority of and releasing any security and any tax payable in connection with any Loan Documents and any amendments, modifications and waivers. In addition to fees due under Subsections 1.4(A) and (B), Borrower shall also reimburse on demand each of Administrative Agent and Banco popular de Puerto Rico for its expenses (including Credit Agreement/Atlantic Tele-Network, Inc. reasonable attorneys’ fees and expenses) incurred in connection with the documenting and closing the transactions contemplated hereby shall be consummatedherein. In addition to fees due under Subsections 1.4(A) and (B), the Borrowers agree Borrower agrees to pay promptly pay (i) all reasonable fees, costs and expenses incurred by Lender Administrative and Lenders in connection with any matters contemplated by amendment, supplement, waiver or arising out modification of this any of the Loan Agreement, including the following, Documents and (ii) all such reasonable out-of-pocket fees, costs and expenses shall be part incurred by each of the Obligations, payable on demand: (A) reasonable fees, costs Administrative Agent and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred Lenders in connection with the examination, review, due diligence investigation, documentation any Default or Event of Default and closing any enforcement of collection proceeding resulting therefrom or any workout or restructuring of any of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination transactions hereunder or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in contemplated thereby or any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan AgreementBorrower. All fees, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due for which Borrower is responsible under this Subsection 1.4(D) shall be deemed part of the Obligations when incurred, payable upon demand and payable to Lender after in accordance with the Closing Date may second paragraph of Subsection 1.5 and shall be paid to Lender pursuant to secured by the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals 100 retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree each Loan Party jointly and severally agrees to promptly pay all reasonable and documented fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such reasonable fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Charged Property: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and fees of environmental consultants, accountants and other professionals retained by Lenderthe Lenders as a group) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and fees and other of professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesLenders as a group) incurred in connection with the review, negotiation, preparation, documentation, negotiation, closing execution and administration of the Loan Documents, the Loan (subject to an aggregate maximum of $150,000 on account of Lenders' legal fees and disbursements), and any amendments, waivers, consents, forbearance and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, out of pocket costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favour of Lender including title insurance premiums, real estate survey costs and mortgage or recording taxes and fees; (d) fees, out of pocket costs and expenses incurred in connection with forwarding to Borrower the proceeds of the Loan including Lender’s standard wire transfer fee; (e) fees, costs, expenses (including reasonable attorneys' fees ’ fees) and fees costs of other professionals retained by Lender) settlement incurred in collecting upon or enforcing rights against the Charged Property or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers any Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs ; and (f) Lenders' out of pocket expenses due and payable to Lender after disbursements, whenever incurred, in monitoring and administering the Closing Date may be paid to Lender pursuant to the Cash Management AgreementLoan.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby Borrower shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with (i) the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; , and (Bii) subject to Section 10.2the review, reasonable feesnegotiation, costs preparation, documentation, execution and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and Documents, the Loan Loans, and any amendments, waivers, consents, forbearances and other modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of thereto or any subordination or intercreditor agreements; and (Db) reasonable fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Lender's rights in and to the Collateral; (c) fees, costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including Lender's standard wire transfer fee; (d) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (e) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, fees and actual costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, reasonable fees and actual costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, fees and actual costs and expenses incurred by any Agent (including reasonable attorneys' feesfees and expenses, the allocated costs of such Agent's internal legal staff and fees of environmental consultants, accountants and other professionals retained by Lendersuch Agent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2reasonable fees and actual costs and expenses incurred by any Agent (including attorneys' fees and expenses, the allocated costs of such Agent's internal legal staff and fees of environmental consultants, accountants and other professionals retained by such Agent) incurred in connection with the review, negotiation, preparation, documentation, execution, syndication and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable feesdocumentation charges assessed by such Agent for amendments, waivers, consents and any other documentation prepared by such Agent's internal legal staff; (c) reasonable fees and actual costs and expenses (including reasonable attorneys' fees and other professionals retained by Lenderallocated costs of internal legal staff) incurred by any Agent or Lender in creating, perfecting and maintaining perfection of Liens in favor of Agents, on behalf of Agents and Lenders; (d) reasonable fees and actual costs and expenses incurred by any Agent in connection with forwarding to any Borrower the administration proceeds of the Loan Documents and the Loan and Loans including such Agent's or any amendments, modifications and waivers relating theretoLenders' standard wire transfer fee; (Ce) subject to Section 10.2, reasonable fees, fees and actual costs and expenses (and bank charges, including reasonable attorneys' fees) bank charges for returned checks, incurred by any Agent or any Lender in connection with establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreementsCollateral; and (Df) reasonable fees, fees and actual costs and expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal legal staff) of any Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers any Borrower under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby Borrowers shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with (i) the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; , and (Bii) subject to Section 10.2the review, reasonable feesnegotiation, costs preparation, documentation, execution and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and Documents, the Loan Loans, and any amendments, waivers, consents, forbearances and other modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of thereto or any subordination or intercreditor agreements; and (Db) reasonable fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Lender's rights in and to the Collateral; (c) fees, costs and expenses incurred in connection with forwarding to Borrowers the proceeds of Loans including Lender's standard wire transfer fee; (d) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (e) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) incurred in connection with the review, documentation, negotiation, closing negotiation and administration of any subordination Borrower-initiated requests under or intercreditor in connection with the Loan Documents (including, without limitation, requests for lease, budget and management approvals and subordination, non disturbance and/or attornment agreements); and (D) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. , but excluding any fees, costs and expenses related to Article X. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreementterms hereof.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all fees, costs and expenses (including reasonable attorneys’ fees, court costs, cost of appeal and the reasonable fees, costs and expenses of other professionals retained by Lender) incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' feesexpenses, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the giving or withholding of any consents, approvals, or permissions, administration of the Loan Documents and Loan, disbursements of the Loan and disbursements from the Reserves and in connection with any amendments, modifications and waivers relating theretoto the Loan Documents requested by Borrower; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, negotiation and closing and administration of any subordination or intercreditor agreements, Lease reviews, and subordination, nondisturbance and attornment agreements; (D) Lender’s Representative; and (DE) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees enforcement of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect Documents, the collection of any payments due from Borrower under the Borrowers under this Loan Agreement, the Note Documents or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this the Loan AgreementDocument, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable reasonable, documented, out-of-pocket fees, charges, costs and expenses (including, without duplication, reasonable fees, charges, costs and expenses of attorneys, auditors, appraisers, consultants and advisors, including, without limitation, any operations consultant and any financial advisor engaged by Agent) incurred by Lender Agent in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation documentation, negotiation, closing and closing syndication of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan DocumentsDocuments including any amendments, modifications, consents and waivers and including any Field Examinations, Non-Real Estate Fixed Asset Appraisals and Real Estate Appraisals; provided, however, that Borrower shall not be required to pay any fees, costs or expenses incurred by Agent in connection with any Field Examinations, Non-Real Estate Fixed Asset Appraisals or Real Estate Appraisals conducted within six (B6) subject months following the Closing Date unless an Event of Default shall have occurred. Borrower agrees to Section 10.2promptly pay reasonable documentation charges assessed by Agent for amendments, reasonable waivers, consents and any of the documentation prepared by Agent’s internal legal staff. Borrower agrees to promptly pay, without duplication, all reasonable, documented, out-of-pocket fees, charges, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendmentsfees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses (including reasonable of attorneys' fees, auditors, appraisers, consultants and advisors, including, without limitation, any operations consultant and any financial advisor engaged by Agent) incurred by Agent in connection with any (i) amendment, waiver or consent requested by a Credit Party with respect to the reviewLoan Documents, documentation(ii) Event of Default, negotiation, closing and administration of any subordination or intercreditor agreements; and (Diii) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note Borrower or any other Loan Document Credit Party, or incurred in connection with (iv) any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether matters set forth in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwisepreceding sentence. Any All fees, charges, costs and expenses due for which Borrower is responsible under this Section 1.3(e) shall be deemed part of the Obligations when incurred, payable in accordance with the final sentence of Section 1.4 and payable to Lender after secured by the Closing Date may be paid to Lender pursuant to the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers Loan Parties agree to promptly pay all reasonable fees, costs and expenses incurred by Lender Agent in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Agent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Agent in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Lenders; (d) fees, costs and expenses incurred by Agent in connection with forwarding to Borrowers the proceeds of Loans including Agent's or any Lenders' standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable and actual third party fees, costs and expenses (including reasonable attorneys’ fees, court costs, cost of appeal and the reasonable fees, costs and expenses of other professionals retained by Lender) incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents and the Senior Loan Documents; (B) subject to Section 10.2the giving or withholding of any consents, reasonable feesapproval or permissions, costs disbursements of the Loan and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating theretoto the Loan Documents and/or Senior Loan Documents requested by Borrower; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, negotiation and closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees enforcement of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect Documents, the collection of any payments due from any Loan Party under the Borrowers under this Loan Agreement, the Note Documents or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this the Loan AgreementDocument, whether in the nature of a "“workout" ’ or in connection with any insolvency or bankruptcy proceedings or otherwise; and (E) curing Senior Loan Defaults and Senior Loan Events of Default and payments by Lender to Senior Lender shall be deemed additional principal advances of the Loan bearing interest at the Default Rate and payable upon demand from Lender to Borrower. Any To the extent Lender pays all of the fees, costs and expenses due described in this Section 11.1, Borrower shall reimburse Lender upon demand for such payments by Lender and payable to such payments by Lender shall bear interest at the Default Rate from and after the Closing Date may be paid to Lender pursuant to the Cash Management Agreementdemand from Lender.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses (including reasonable attorneys' fees and expenses and the allocated cost of internal legal staff) incurred by Lender Agent in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation documentation, negotiation, closing and closing syndication of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan DocumentsDocuments including any amendments, modifications, consents and waivers. Borrowers agree to reimburse Agent for all due and payable out of pocket costs (including reasonable fees and expenses) as incurred by Agent to (i) third party auditors, and a fee of $750 per audit day per in-house auditor, plus out of pocket expenses incurred by any such auditors, (ii) third party parts and supplies and equipment appraisers, plus out of pocket expenses incurred by such appraisers, and (iii) third party real estate appraisers, plus out of pocket expenses incurred by such appraisers; provided, that Borrowers only agree to pay such costs and expenses in relation to (Bunless an Event of Default has occurred and is continuing), in the case of clause (i), not more than four (4) subject audits per each twelve month period following the Closing Date and, in the case of clause (ii), not more than three (3) appraisals per each twelve month period following the Closing Date and in the case of clause (iii), not more than one (1) appraisal per each twelve month period following the Closing Date. Borrowers agree to Section 10.2promptly pay reasonable documentation charges assessed by Agent for amendments, reasonable waivers, consents and any of the documentation prepared by Agent's internal legal staff. Borrowers agree to promptly pay all fees, charges, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendmentsfees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses of attorneys, auditors (including reasonable attorneys' feeswhether internal or external), appraisers, consultants and advisors and the allocated cost of internal legal staff) incurred by Agent in connection with the reviewany Event of Default, documentation, negotiation, closing and administration of any subordination work-out or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred Credit Party. In addition, in connection with any refinancing work-out or restructuring of the credit arrangements provided under this action to enforce any Loan AgreementDocument or to collect any payments due from Borrowers or any other Credit Party, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any Borrowers agree to promptly pay all fees, charges, costs and expenses due incurred by Lenders for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrowers are responsible under this Section 1.3(g) shall be joint and several obligations and shall be deemed part of the Obligations when incurred, payable to Lender after upon demand or in accordance with the Closing Date may be paid to Lender pursuant to final sentence of Section 1.4 and secured by the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree each Loan Party agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' feesfees and expenses, the allocated costs of Agent's internal legal staff and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2fees, costs and expenses incurred by Agent (including reasonable attorneys' fees and expenses, the allocated costs of Agent's internal legal staff and fees of environmental consultants, accountants and other professionals retained by Agent) incurred in connection with the review, negotiation, preparation, documentation, execution, syndication and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable documentation charges assessed by Agent for amendments, waivers, consents and any other documentation prepared by Agent's internal legal staff; (c) fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lenderallocated costs of internal legal staff) incurred by Agent or any Lender in connection with the administration creating, perfecting and maintaining perfection of the Loan Documents Liens in favor of Agent, on behalf of Agent and the Loan and any amendments, modifications and waivers relating theretoLenders; (Cd) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred by Agent in connection with forwarding to Borrowers the review, documentation, negotiation, closing and administration proceeds of Loans including Agent's or any subordination or intercreditor agreementsLenders' standard wire transfer fee; and (De) reasonable fees, costs costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal legal staff) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers any Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender the Agent and each of the Lenders in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees’ fees (including fees of FAA counsel), allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lenderthe Agent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees (including fees of FAA counsel), allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by the Agent in creating, perfecting and maintaining perfection of Liens in favor of the Agent, on behalf of Lenders; (d) fees, costs and expenses incurred by the Agent in connection with forwarding to Borrower the proceeds of Loans including the Agent’s or any Lenders’ standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by the Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' ’ fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of the Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs ; and (g) all other out-of-pocket expenses due and payable relating to Lender after any of the Closing Date may be paid to Lender pursuant to the Cash Management Agreementforegoing.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Agent and, to the extent specified below, Lenders in connection with any matters contemplated by or arising out of this Agreement or any other Loan Agreement, Document including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses of Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses of Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, negotiation, preparation, documentation, negotiation, closing execution and administration of the Loan Documents, the Loans, and after the occurrence and during the continuance of an Event of Default, the fees, costs and expenses of Agent and Lenders (including attorney's fees and allocated costs of internal counsel) in connection with any amendments, waivers, consents, forbearance and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Agent for the benefit of Lenders; (d) fees, costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including Agent's standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent in establishing, maintaining and handling lock box accounts, Blocked Accounts or other accounts for collection of the Collateral; (f) fees, costs, and expenses of Agent and Lenders (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable and documented out-of-pocket fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable feescharges, costs and expenses (including reasonable attorneys' fees’ fees and expenses of either outside counsel or internal legal staff, but not both; it being understood and other professionals retained by Lenderagreed that the documentation of counsel’s fees and expenses may omit information that such counsel reasonably deems privileged) incurred by Agent in connection with any matters arising out of the Loan Documents, in connection with the examination, review, due diligence investigation, documentation documentation, negotiation and closing of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan Documents; Documents including any amendments, modifications, consents and waivers. Without limiting the foregoing, Borrower agrees to promptly pay all reasonable and documented out-of-pocket costs and expenses (Bincluding reasonable fees and expenses) subject of external auditors or, in the case of internal auditors, a per diem charge at the rate of $750 per person per day for each such auditor in the field and office plus all reasonable and documented out-of-pocket costs and expenses (including, without limitation, air fare, lodging and meals) incurred in connection with or relating to audits to be conducted pursuant to Section 10.24.2(e)(i). Borrower agrees to promptly pay all reasonable and documented out-of-pocket fees, reasonable feescharges, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendmentsfees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses of either outside counsel or internal legal staff, but not both; it being understood and agreed that the documentation of counsel’s fees and expenses may omit information that such counsel reasonably deems privileged), auditors (including reasonable attorneys' feeswhether internal (at a per diem charge at the rate of $750 per person per day for each such auditor) or external), appraisers, consultants and advisors) incurred by Agent in connection with the reviewany Event of Default, documentation, negotiation, closing and administration of any subordination work-out or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note Borrower or any other Loan Document or incurred Credit Party. In addition, in connection with any refinancing work-out or restructuring of the credit arrangements provided under this action to enforce any Loan AgreementDocument or to collect any payments due from Borrower or any other Credit Party, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any Borrower agrees to promptly pay all reasonable and documented out-of-pocket fees, charges, costs and expenses due incurred by Lenders for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrower is responsible under this Section 1.3(e) shall be deemed part of the Obligations when incurred, payable to Lender after upon demand or in accordance with the Closing Date may be paid to Lender pursuant to final sentence of Section 1.4 and secured by the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummatedBorrowers agree, the Borrowers agree jointly and severally, to promptly pay all reasonable fees, costs and expenses incurred by Lender each Finance Party in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and fees of environmental consultants, accountants and other professionals retained by Lenderany Finance Party) incurred in connection with the examination, review, negotiation, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and reasonable fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesFinance Party) incurred in connection with the review, negotiation, preparation, documentation, negotiation, closing execution and administration of the Loan Documents, the Loan, and any amendments, waivers, consents, forbearance and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, out of pocket costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Agent including title insurance premiums, real estate survey costs and mortgage or recording taxes and fees; (d) fees, out of pocket costs and expenses incurred in connection with forwarding to Borrowers the proceeds of Loans including any standard wire transfer fee; (e) fees, out of pocket costs, expenses and bank charges, including bank charges for returned checks and incurred by Agent in establishing, maintaining and handling accounts subject to the Control Agreements; (f) fees, costs, expenses (including reasonable attorneys' fees ’ fees) and fees costs of other professionals retained by Lender) settlement incurred in collecting upon or enforcing, preserving and defining rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due Obligations owing from the Borrowers or Guarantor under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs ; and expenses due (g) the cost of procuring background checks or updating background checks previously obtained by any Finance Party relating to officers of Borrowers (and payable Borrowers shall use their best efforts to Lender after obtain the Closing Date may be paid consent of all officers to Lender pursuant to the Cash Management Agreementsuch checks or updated checks).

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' feesfees and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution and administration of the Loan Documents, the Term Loan, and any amendments, waivers, consents, forbearance and other modifications relating thereto or any subordination or intercreditor agreements; (c) fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Lender; (d) fees, costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including Lender's standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.9.4

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Agent or any Lender in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Lenders; (d) fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Loans including Agent's or any Lenders' standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender any Agent and, to the extent specified below, Lenders in connection with any matters contemplated by or arising out of this Agreement or any other Loan Agreement, Document including the following, and all such reasonable fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses of Administrative Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAdministrative Agent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses of Administrative Agent (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAdministrative Agent) incurred in connection with the review, negotiation, preparation, documentation, negotiation, closing execution and administration of the Loan Documents, the Loans, and after the occurrence and during the continuance of an Event of Default, the reasonable fees, costs and expenses of Administrative Agent and Lenders (including attorneys' fees and allocated costs of internal counsel) in connection with any amendments, waivers, consents, forbearance and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Collateral Agent for the benefit of Lenders; (d) reasonable fees, costs and expenses incurred in connection with forwarding to Borrowers the proceeds of Loans including Administrative Agent's standard wire transfer fee; (e) reasonable fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Administrative Agent and/or Collateral Agent in establishing, maintaining and handling lock box accounts, Blocked Accounts or other accounts for collection of the Collateral; (f) reasonable fees, costs, and expenses of Administrative Agent, Collateral Agent and Lenders (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, industry consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, industry consultants, accountants and other professionals retained by Lender) incurred in connection with the negotiation, preparation, execution and administration of the Loan Documents, the Loans, the Related Transactions Documents and the Loan and any amendments, modifications and waivers relating theretothereto and all fees, costs and expenses incurred by Lender in connection with the inspections and investigations described in subsection 5.6; (Cc) subject fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Lender, pursuant to Section 10.2any Loan Document, reasonable including lien search fees, filing and recording fees, taxes and expenses, title insurance policy fees, fees and expenses of attorneys for providing such opinions as Lender may reasonably request and fees and expenses of attorneys to Lender; (d) fees, costs and expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; (e) fees, costs, expenses (including attorneys' fees and allocated costs of internal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral; and (Df) reasonable fees, costs and expenses (including reasonable attorneys' fees fees, allocated costs of internal counsel and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower, any other Loan Party or Resources under this Loan Agreement, the Note Notes or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender the Administrative Agent, the Collateral Agent, the Paying Agent, the Calculation Agent and Lenders in connection with any matters contemplated by or arising out of this Loan AgreementAgreement and that result from an action or omission of the Borrower or any related Obligor or that are otherwise attributable to the Borrower or any related Obligor, including the following, as applicable, with respect to the Borrower or related Obligor, and all such fees, costs and expenses shall be part of the ObligationsObligations of the Borrower, payable by the Borrower on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and other professionals retained by Lenderthe Administrative Agent, the Collateral Agent, the Paying Agent, the Calculation Agent or Lenders) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and other professionals retained by Lenderthe Administrative Agent, the Collateral Agent, the Paying Agent, the Calculation Agent or Lenders) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and fees of other professionals retained by the Administrative Agent, the Collateral Agent, the Paying Agent, the Calculation Agent or any Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Obligors under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise; and (E) any other Administrative Expenses. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender The Borrower’s payment obligations pursuant to this Section 14.1 shall survive the Cash Management Agreementdischarge of this Loan Agreement and the resignation or removal of the Paying Agent, the Calculation Agent and/or the Collateral Agent.

Expenses and Attorneys’ Fees. Whether Any action taken by any Credit Party under or not the transactions contemplated hereby with respect to any Loan Document shall be consummatedat the expense of such Credit Party, the Borrowers agree and neither any Co-Administrative Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. Borrower agrees to promptly pay all reasonable out-of-pocket fees, charges, costs and expenses incurred by Lender a Co-Administrative Agent in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and documentation, negotiation, closing or syndication of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan Documents; (B) subject Documents including any amendments, modifications, terminations, consents and waivers, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, in each case including reasonable attorneys’ fees and expenses. Borrower agrees to Section 10.2, promptly pay all reasonable fees, charges, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendmentsfees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses of attorneys, auditors (including reasonable attorneys' feeswhether internal or external), appraisers, consultants and advisors) incurred by a Co-Administrative Agent in connection with any amendment, waiver, consent with respect to the reviewLoan Documents, documentationEvent of Default, negotiation, closing and administration of any subordination work-out or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note Borrower or any other Loan Document or incurred of its Subsidiaries. In addition, in connection with any refinancing work-out or restructuring action to enforce any Loan Document or to collect any payments due from Borrower or any of the credit arrangements provided under this Loan Agreementits Subsidiaries, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses due incurred by Lenders, including, without limitation, reasonable attorney fees for one (1) counsel acting for all Lenders other than Co-Administrative Agents. All fees, charges, costs and expenses for which Borrower is responsible under this Section 1.3(e) shall be deemed part of the Obligations when incurred, payable to Lender after upon demand or in accordance with the Closing Date may be paid to Lender pursuant to final sentence of Section 1.4 and secured by the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree each Loan Party agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Lender (including reasonable attorneys' fees’ fees and expenses and fees of consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses incurred by Lender (including reasonable attorneys' ’ fees and expenses, the allocated costs of Lender’s internal legal staff and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution, syndication and administration of the Loan Documents and Documents, the Loan Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable documentation charges assessed by Lender for amendments, waivers, consents and waivers relating theretoany other documentation prepared by Lender’s internal legal staff; (Cc) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) incurred on behalf of Lender in connection with the reviewcreating, documentation, negotiation, closing perfecting and administration maintaining perfection of any subordination or intercreditor agreementsLiens in favor of Lender; and (Dd) reasonable fees, costs and expenses incurred by Lender in connection with forwarding to Borrower the proceeds of Loans including Lender’s bank’s standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; and (f) fees, costs, expenses (including reasonable attorneys' ’ fees and fees allocated costs of other professionals retained by Lenderinternal legal staff) of Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, fees and actual costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, reasonable fees and actual costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, fees and actual costs and expenses incurred by Collateral Agent and the Lenders (including reasonable attorneys' feesfees and expenses, and fees of environmental consultants, accountants and other professionals retained by LenderCollateral Agent and the Lenders) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2reasonable fees and actual costs and expenses incurred by Collateral Agent (and, during the existence of an Event of Default, the Lenders) (including attorneys' fees and expenses, the allocated costs of Collateral Agent's (and, during the existence of an Event of Default, the Lenders') internal legal staff and fees of environmental consultants, accountants and other professionals retained by Collateral Agent (and, during the existence of an Event of Default, the Lenders) incurred in connection with the review, negotiation, preparation, documentation, execution, syndication and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable feesdocumentation charges assessed by Collateral Agent and the Lenders for amendments, waivers, consents and any other documentation prepared by Collateral Agent's and the Lenders' internal legal staff; (c) reasonable fees and actual costs and expenses (including reasonable attorneys' fees and other professionals retained by Lenderallocated costs of internal legal staff) incurred by Collateral Agent in creating, perfecting and maintaining perfection of Liens in favor of Collateral Agent, on behalf of Collateral Agent and the Lenders; (d) reasonable fees and actual costs and expenses incurred by Collateral Agent in connection with forwarding to any Borrower the administration proceeds of Loans including Collateral Agent's or any Lenders' standard wire transfer fee; (e) reasonable fees and actual costs and expenses and bank charges, including bank charges for returned checks, incurred by Collateral Agent and the Lenders in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Loan Documents Collateral; and the Loan (f) reasonable fees and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, actual costs and expenses (including reasonable attorneys' fees) of Collateral Agent and the Lenders and costs of settlement incurred in connection with collecting upon or enforcing rights against the review, documentation, negotiation, closing and administration of any subordination Collateral or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers any Borrower under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable If Collateral Agent (or Lenders) uses in-house counsel for any purpose for which any Borrower is responsible to Lender after pay or indemnify, each Borrower expressly agrees that its indemnification obligations include reasonable charges for such work commensurate with the Closing Date may fees that would otherwise be paid to Lender pursuant to charged by outside legal counsel selected by Collateral Agent (or Lenders) in its sole discretion for the Cash Management Agreementwork performed.

Expenses and Attorneys’ Fees. Whether Any action taken by any Credit Party under or not the transactions contemplated hereby with respect to any Loan Document shall be consummatedat the expense of such Credit Party, the Borrowers agree and neither Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. Borrower agrees to promptly pay all reasonable out-of-pocket fees, charges, costs and expenses incurred by Lender Agent in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and documentation, negotiation, closing or syndication of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan Documents; (B) subject Documents including any amendments, modifications, terminations, consents and waivers, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, in each case including reasonable attorneys’ fees and expenses. Borrower agrees to Section 10.2, promptly pay all reasonable fees, charges, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendmentsfees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses of attorneys, auditors (including reasonable attorneys' feeswhether internal or external), appraisers, consultants and advisors) incurred by Agent in connection with any amendment, waiver, consent with respect to the reviewLoan Documents, documentationEvent of Default, negotiation, closing and administration of any subordination work-out or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note Borrower or any other Loan Document or incurred of its Subsidiaries. In addition, in connection with any refinancing work-out or restructuring action to enforce any Loan Document or to collect any payments due from Borrower or any of the credit arrangements provided under this Loan Agreementits Subsidiaries, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses due incurred by Lenders, including, without limitation, reasonable attorney fees for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrower is responsible under this Section 1.3(e) shall be deemed part of the Obligations when incurred, payable to Lender after upon demand or in accordance with the Closing Date may be paid to Lender pursuant to final sentence of Section 1.4 and secured by the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions ---------------------------- contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' feesfees and expenses, the allocated costs of Agent's internal legal staff and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' fees and expenses, the allocated costs of Agent's internal legal staff and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable documentation charges assessed by Agent for amendments, waivers, consents and any other documentation prepared by Agent's internal legal staff; and (Dc) reasonable fees, costs and expenses (including reasonable attorneys' fees and allocated costs of internal legal staff) incurred by Agent in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Agent and Lenders; (d) fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Loans including Agent's or any Lenders' standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs and expenses of Agent or any Lender (including as to Agent, but not as to any Lender, attorneys' fees and allocated costs of other professionals retained internal legal staff, unless otherwise approved by LenderAgent) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees, jointly and severally, to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand to the extent not paid from expense deposits previously made by Borrower to Lender: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any ; and (D) fees, costs and expenses due of all appraisals required hereunder or under any other Loan Documents and payable to other fees, costs and expenses incurred in connection with any Defeasance or Substitution hereunder. Notwithstanding the foregoing, Lender after the Closing Date may be paid to shall pay its own fees and expenses of Lender pursuant to the Cash Management Agreementincurred in a Secondary Market Transaction.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note Notes or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise; and (E) any other Administrative Fees. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers and Guarantors agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution and administration of the Loan Documents and Documents, the Loan Loans, the Lender Letters of Credit, and any amendments, waivers, consents, forbearances and other modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Lender in creating, perfecting and maintaining perfection of Liens in favor of Lender; (d) fees, costs and expenses incurred by Lender in connection with forwarding to Borrowers the proceeds of Loans including Lender's standard wire transfer fees; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers or Guarantors under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to pay promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters matter contemplated by or arising out of this Agreement or the other Loan AgreementDocuments, including including, without limitation, the followingfollowing (but excluding any fee deemed to have been paid by Borrower's payment of a Work Fee), and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Borrower Collateral: (Aa) reasonable fees, costs and expenses (including including, without limitation, reasonable attorneys' feesfees and expenses, and reasonable fees and expenses of any Independent Engineer, consultant, industry consultant, accountant and other professionals professional retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation documentation, syndication and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including including, without limitation, reasonable attorneys' fees and expenses, and reasonable fees and expenses of any Independent Engineer, industry consultant, accountant and other professionals professional retained by Lender) incurred in connection with the negotiation, preparation, execution and administration of the Loan Documents and Documents, the Loan Loans and any amendmentsamendment, modifications modification and waivers waiver relating thereto, (including, without limitation, out-of-pocket expenses for travel, lodging and meals for inspections); (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses of the Independent Engineer in connection with the examination and review of all work actions performed pursuant to Section 5.21; (d) reasonable fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Lender, pursuant to any Loan Document, including lien search fees, filing and recording fees, taxes and expenses, title insurance policy fees, reasonable fees and expenses of attorneys for providing such opinions as Lender may reasonably request and reasonable fees and expenses of attorneys to Lender; (e) reasonable fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Borrower Collateral; (f) reasonable fees, costs, expenses (including, without limitation, reasonable attorneys' fees and expenses) and costs of settlement incurred in collecting upon or enforcing rights against the Borrower Collateral; and (g) fees, costs and expenses (including, without limitation, attorneys' fees and expenses and fees and expenses of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments payment due from the Borrowers Borrower under this Loan Agreement, the Note Notes or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings proceeding or otherwise. Any costs and For purposes of this Section 8.1, expenses due and payable to Lender of third-party consultants incurred after the Closing Date may shall be paid due and payable in full no later than thirty (30) days after the same are invoiced or billed to Lender pursuant to the Cash Management AgreementBorrower.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable and actual third party fees, costs and expenses (including reasonable attorneys’ fees, court costs, cost of appeal and the reasonable fees, costs and expenses of other professionals retained by Lender) incurred by Lender and Administrative Agent in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents and the Senior Loan Documents; (B) subject to Section 10.2the giving or withholding of any consents, reasonable feesapproval or permissions, costs disbursements of the Loan and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating theretoto the Loan Documents and/or Senior Loan Documents requested by Borrower; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, negotiation and closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees enforcement of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect Documents, the collection of any payments due from any Loan Party under the Borrowers under this Loan Agreement, the Note Documents or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this the Loan AgreementDocument, whether in the nature of a "“workout" ’ or in connection with any insolvency or bankruptcy proceedings or otherwise; and (E) curing Senior Loan Defaults and Senior Loan Events of Default and payments by Lender to Senior Lender shall be deemed additional principal advances of the Loan bearing interest at the Default Rate and payable upon demand from Lender to Borrower. Any To the extent Lender or Administrative Agent pays all of the fees, costs and expenses due described in this Section 11.1, Borrower shall reimburse Lender upon demand for such payments by Lender and payable to such payments by Lender shall bear interest at the Default Rate from and after the Closing Date may be paid to demand from Lender pursuant to the Cash Management Agreementor Administrative Agent.

Expenses and Attorneys’ Fees. Whether or not the transactions ---------------------------- contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Agent and each of the Lenders in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: demand and secured by (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, documentation, negotiation, closing preparation, documenta tion, execution, syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Agent in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Lenders; (d) fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Loans including Agent's or any Lenders' standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether Borrower agrees to pay promptly --------------------------- all reasonable fees, costs and expenses (including those of internal and external attorneys) incurred by CoBank in connection with (i) any matters contemplated by or not arising out of the Loan Documents, and (ii) the continued administration of the Loan Documents, including any tax payable in connection with any Loan Documents and any such fees, costs and expenses incurred in connection with any amendments, modifications and waivers. In addition to fees due under Subsections 1.4(A) and (B), Borrower shall also reimburse on demand CoBank for its out-of-pocket expenses (including reasonable attorneys' fees and expenses and expenses) incurred in connection with the transactions contemplated hereby shall be consummatedherein. Borrower agrees to pay promptly all reasonable out-of-pocket fees, the Borrowers agree costs and expenses incurred by CoBank in connection with any action to enforce any Loan Document or to collect any payments due from Borrower. In addition to fees due under Subsections 1.4(A) and (B), Borrower agrees to pay promptly pay (i) all reasonable fees, costs and expenses incurred by Lender CoBank in connection with any matters contemplated by amendment, supplement, waiver or arising out modification of this any of the Loan Agreement, including the following, Documents and (ii) all such reasonable out-of-pocket fees, costs and expenses shall be part incurred by each of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred CoBank in connection with the examination, review, due diligence investigation, documentation any Default or Event of Default and closing any enforcement of collection proceeding resulting therefrom or any workout or restructuring of any of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination transactions hereunder or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in contemplated thereby or any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan AgreementBorrower. All fees, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due for which Borrower is responsible under this Subsection 1.4(D) shall be deemed part of the Obligations when incurred, payable upon demand and payable to Lender after in accordance with the Closing Date may be paid to Lender pursuant to the Cash Management Agreementsecond paragraph of Subsection 1.5.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all fees, costs and expenses (including reasonable attorneys' fees, court costs, cost of appeal and the reasonable fees, costs and expenses of other professionals retained by Lender) incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demandfive (5) Business Days written notice: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2the giving or withholding of any consents, reasonable feesapprovals, costs or permissions, administration of the Loan, disbursements of the Loan and expenses (including reasonable attorneys' fees disbursements from the Accounts and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating theretoto the Loan Documents requested by Borrower; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, negotiation and closing and administration of any subordination or intercreditor agreements, Lease reviews, and subordination, nondisturbance and attornment agreements; (D) Lender's Representative; and (DE) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees enforcement of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect Documents, the collection of any payments due from Borrower or Guarantor under the Borrowers under this Loan Agreement, the Note Documents or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this the Loan AgreementDocument, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to ; provided, however, in no event shall Borrower be liable for any fees incurred by Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreementin connection with a Securitization.

Expenses and Attorneys’ Fees. Whether Any action taken by any Credit Party under or not the transactions contemplated hereby with respect to any Loan Document shall be consummatedat the expense of such Credit Party, and neither the Borrowers agree Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. Borrower agrees to promptly pay all reasonable out-of-pocket fees, charges, costs and expenses incurred by Lender Agent or its Affiliates in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and documentation, negotiation, closing or syndication of the financing arrangements evidenced by transactions contemplated herein, in connection with the arrangement of any New Term Loan Commitments or New Revolving Loan Commitments and in connection with the continued administration of the Loan Documents; (B) subject Documents including any amendments, modifications, terminations, consents and waivers, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, in each case including reasonable attorneys’ fees and expenses. Borrower agrees to Section 10.2, promptly pay all reasonable fees, charges, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendmentsfees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses of attorneys, auditors (including reasonable attorneys' feeswhether internal or external), appraisers, consultants and advisors) incurred by Agent or its Affiliates in connection with any amendment, waiver, consent with respect to the reviewLoan Documents, documentationEvent of Default, negotiation, closing and administration of any subordination work-out or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note Borrower or any other Loan Document or incurred of its Subsidiaries. In addition, in connection with any refinancing work-out or restructuring action to enforce any Loan Document or to collect any payments due from Borrower or any of the credit arrangements provided under this Loan Agreementits Subsidiaries, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses due incurred by Lenders, including, without limitation, reasonable attorney fees for one (1) counsel acting for all Lenders other than the Agent. All fees, charges, costs and expenses for which Borrower is responsible under this Section 1.3(e) shall be deemed part of the Obligations when incurred, payable to Lender after upon demand or in accordance with the Closing Date may be paid to Lender pursuant to first sentence of Section 1.4(b) and secured by the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable out-of-pocket fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall will be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' feesfees and expenses, and fees of accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses incurred by Agent (including reasonable attorneys' fees and expenses, and fees of accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses (including reasonable attorneys' fees and expenses) incurred by Agent or any Lender in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Agent and Lenders; (d) fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Loans including Agent’s or any Lenders ’ ACH or wire transfer fees (subject to Agent’s and Lender’s obligations in subsection 2.3); (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of other professionals retained by Lenderthe Collateral; (f) fees, costs, expenses (including attorneys' fees and expenses) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree each Loan Party jointly and severally agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Agent in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Agent) incurred in connection with the review, negotiation, preparation, documentation, negotiation, closing execution and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Agent in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Lenders; (d) fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Loans including Agent's or any Lenders' standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and otherwise PROVIDED, HOWEVER, that nothing in this Section 10.1 shall obligate any Loan Party with expenses due and payable to Lender after arising solely from the Closing Date may be paid to Lender pursuant to the Cash Management Agreementrelationship between Lenders INTER SE or among participants.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree each Loan Party agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender after the Effective Date in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses incurred by Lender (including reasonable attorneys' fees’ fees and expenses, the allocated costs of Xxxxxx’s internal legal staff and fees of accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses incurred by Lender (including reasonable attorneys' ’ fees and expenses, the allocated costs of Xxxxxx’s internal legal staff and fees of accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution, syndication and administration of the Loan Documents and Documents, the Loan Loan, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements, including reasonable documentation charges assessed by Lender for amendments, waivers, consents and waivers relating theretoany other documentation prepared by Xxxxxx’s internal legal staff; (Cc) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees’ fees and allocated costs of internal legal staff) incurred by Lender in connection with the reviewcreating, documentation, negotiation, closing perfecting and administration maintaining perfection of any subordination or intercreditor agreementsLiens in favor of Lender; and (Dd) reasonable fees, costs and costs, expenses (including reasonable attorneys' ’ fees and fees allocated costs of other professionals retained by Lenderinternal legal staff) of Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in and Hellxx xx connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents or the Inter-Credit Agreement including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents, subject to the limitations in Lender's proposal letter to Borrower dated November 30, 1995; (Bb) subject to Section 10.2following the Closing Date, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, waivers, consents, forbearances, and other modifications and waivers relating theretoto the Facility Documents or any subordination or intercreditor agreements or actions taken by Lender following any Default; (Cc) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the reviewcreating, documentation, negotiation, closing perfecting and administration maintaining perfection of any subordination or intercreditor agreementsLiens in favor of Lender not in excess of $1,000 per year unless an 137 47 Event of Default has occurred; and (Dd) reasonable fees, costs and expenses incurred in connection with forwarding to Borrower the proceeds of Loans including Lender's standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or the Inter-Credit Agreement or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or the Inter-Credit Agreement or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise, and (E) reasonable fees and expenses (including recording costs and fees) incurred in connection with preparation and recording of assignments of the Deeds of Trust from the Existing Lenders to the trustee in the Securitization. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Loan Agreement, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (B) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower under this Loan Agreement, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, (including, without limitation, the audit fees described in Section 2.3(E)), out-of-pocket costs and expenses incurred by Lender Administrative and Documentation Agent and the Collateral Monitoring Agent, in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, out-of-pocket costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, out-of-pocket costs and expenses (including reasonable attorneys' fees, fees of environmental consultants, accountants and other professionals retained by LenderAdministrative and Documentation Agent or Collateral Monitoring Agent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys' fees, and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents Administrative and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesDocumentation Agent or Collateral Monitoring Agent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; (c) fees, out-of-pocket costs and expenses incurred by Administrative and Documentation Agent in creating, perfecting and maintaining perfection of Liens in favor of Administrative and Documentation Agent, on behalf of Lenders; (Dd) reasonable fees, costs and expenses incurred by Collateral Monitoring Agent in connection with forwarding to any Borrower the proceeds of Loans including Collateral Monitoring Agent's or any Lenders' standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Collateral Monitoring Agent or any Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable 77 86 attorneys' fees fees) of Administrative and fees Documentation Agent or Collateral Monitoring Agent or any Lender and costs of other professionals retained by Lender) settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses (including reasonable attorneys' fees and expenses and the allocated cost of internal legal staff) incurred by Lender Agent in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation documentation, negotiation, closing and closing syndication of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan Documents; (B) subject Documents including any amendments, modifications, consents and waivers. Borrower agrees to Section 10.2promptly pay reasonable documentation charges assessed by Agent for amendments, waivers, consents and any of the documentation prepared by Agent's internal legal staff. Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendmentsfees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses of attorneys, auditors (including reasonable attorneys' feeswhether internal or external), appraisers, consultants and advisors and the allocated cost of internal legal staff) incurred by Agent in connection with the reviewany Event of Default, documentation, negotiation, closing and administration of any subordination work-out or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note Borrower or any other Loan Document or incurred Credit Party. In addition, in connection with any refinancing work-out or restructuring of the credit arrangements provided under this action to enforce any Loan AgreementDocument or to collect any payments due from Borrower or any other Credit Party, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any Borrower agrees to promptly pay all reasonable fees, charges, costs and expenses due incurred by Lenders for one (1) counsel acting for all Lenders other than Agent. All fees, charges, costs and expenses for which Borrower is responsible under this Section 1.3(e) shall be deemed part of the Obligations when incurred, payable to Lender after upon demand or in accordance with the Closing Date may be paid to Lender pursuant to final sentence of Section 1.4 and secured by the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Agent and, where expressly so indicated below, the Lenders in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such reasonable fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' feesfees and fees of environmental consultants, industry consultants, accountants and other professionals retained by LenderAgent) incurred by the Agent in connection with (i) the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bii) subject to Section 10.2the negotiation, reasonable feespreparation, costs execution and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and Documents, the Loan Loans, and any amendments, modifications and waivers relating thereto; (C) subject iii)in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Lenders, pursuant to Section 10.2any Loan Document, including lien search fees, filing and recording fees, taxes and expenses, title insurance policy fees, reasonable fees, costs fees and expenses of attorneys for providing such opinions as Agent may reasonably request and fees and expenses of attorneys to Agent, or in inspecting, verifying, protecting, preserving or restoring the Collateral; (including reasonable attorneys' feesiv) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (Db) reasonable customary fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained incurred by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred Agent in connection with any refinancing forwarding to Borrower the proceeds of Loans; (c) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Agent in establishing, maintaining and handling lock box accounts, blocked accounts or restructuring other accounts for collection of the credit arrangements provided under this Loan AgreementCollateral; (d) fees, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.costs,

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, charges, costs and expenses (including reasonable attorneys’ fees and expenses and (without duplication) the allocated cost of internal legal staff) incurred by Lender each Authorized Agent in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation documentation, negotiation, closing and closing syndication of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan Documents; Documents including any amendments, modifications, consents and waivers. Borrowers agree to promptly pay reasonable documentation charges assessed by each Authorized Agent for amendments, waivers, consents and any of the documentation prepared by any Authorized Agent (B) subject including reasonable attorneys’ fees and expenses and the allocated cost of internal legal staff). Borrowers agree to Section 10.2promptly pay all fees, reasonable feescharges, costs and expenses (including reasonable attorneys' fees and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendmentsfees, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable feescharges, costs and expenses of attorneys, external auditors (out-of-pocket costs, including reasonable attorneys' feesfees and expenses), internal auditors ($750 per audit day per in-house auditor plus out-of-pocket expenses), appraisers, consultants and advisors and the allocated cost of internal legal staff) incurred by any Authorized Agent in connection with the reviewany Event of Default, documentation, negotiation, closing and administration of any subordination work-out or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this any Loan Agreement or the other Loan Documents Document or to collect any payments due from the Borrowers under this Loan Agreement, the Note or any other Loan Document or incurred Credit Party. In addition, in connection with any refinancing work-out or restructuring of the credit arrangements provided under this action to enforce any Loan AgreementDocument or to collect any payments due from Borrowers or any other Credit Party, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any Borrowers agree to promptly pay all fees, charges, costs and expenses due incurred by Lenders for one (1) counsel acting for all Lenders other than Agents. All fees, charges, costs and expenses for which Borrowers are responsible under this Section 1.3(f) shall be deemed part of the Obligations when incurred, payable to Lender after upon demand or in accordance with Section 1.4(d) and secured by the Closing Date may be paid to Lender pursuant to the Cash Management AgreementCollateral.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Loan Parties agree, jointly and severally, to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' ’ fees, reasonable allocated costs of internal counsel and reasonable fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution and administration of the Loan Documents and Documents, the Loan Term Loan, and any amendments, waivers, consents, forbearance and other modifications and waivers relating theretothereto or any subordination or intercreditor agreements (including the Intercreditor Agreement); (Cc) subject to Section 10.2, reasonable fees, out of pocket costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Lender including title insurance premiums, real estate survey costs and mortgage or recording taxes and fees; (d) fees, out of pocket costs and expenses incurred in connection with forwarding to Borrowers the proceeds of Loans including Lender’s standard wire transfer fee; (e) fees, out of pocket costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees’ fees and reasonable allocated costs of internal counsel) and costs of settlement incurred in connection with collecting upon or enforcing rights against the review, documentation, negotiation, closing and administration of any subordination Collateral or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers or any other Loan Party or Guarantor under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "“workout" ” or in connection with any insolvency or bankruptcy proceedings or otherwise. Any ; (g) Lender’s reasonable out of pocket expenses and internal costs and expenses due disbursements, whenever incurred, in monitoring and payable administering the Term Loan and Warrant; and (h) the cost of procuring background checks or updating background checks previously obtained by Lender relating to Lender after officers of Loan Parties (and Loan Parties shall use their best efforts to obtain the Closing Date may be paid consent of all officers to Lender pursuant to the Cash Management Agreementsuch checks or updated checks).

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Borrower agrees to promptly pay all reasonable and out-of-pocket fees, charges, costs and expenses (including reasonable attorneys’ fees and expenses, accounting, consulting, brokerage or other similar professional fees and expenses and travel expenses) incurred by the Agent and/or any Lender in connection with any matters contemplated by or arising out of this the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demand: (A) reasonable fees, costs and expenses (including reasonable attorneys' fees, and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and documentation, negotiation, closing of the financing arrangements evidenced by transactions contemplated herein and in connection with the continued administration of the Loan Documents; (B) subject Documents including any amendments, modifications, subordination or intercreditor agreements, consents and waivers. Borrower agrees to Section 10.2promptly pay all fees, reasonable feescharges, costs and expenses (including reasonable fees, charges, costs and expenses of attorneys' fees , auditors, appraisers, consultants and other professionals retained by Lenderadvisors) incurred by the Agent and/or any Lender in connection with any Event of Default, work-out in respect of the Loan or any action or efforts by the Agent and/or any Lender to preserve, protect, collect or enforce any Loan Document or any rights or remedies of the Agent and/or Lender in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (D) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by Lender) incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents Collateral or to collect any payments due from the Borrowers under this Loan Agreement, the Note Borrower hereunder (whether or any other Loan Document or incurred not actually instituted in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreementsuch efforts). All fees, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any charges, costs and expenses due for which Borrower is responsible under this Agreement shall be deemed part of the Obligations when incurred, secured by the Collateral and payable to Lender after the Closing Date upon demand; provided, however, that Borrower may be paid to Lender pursuant to the Cash Management Agreementremit any such fees, charges, costs and expenses as a part of its first regularly scheduled accounts payable processing following such demand.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree to promptly pay all reasonable fees, costs and expenses incurred by Lender in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel, per diem charges of Lender's internal auditors and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel, per diem charges of Lender's internal auditors and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the review, negotiation, preparation, documentation, execution and administration of the Loan Documents and Documents, the Loan Loans, and any amendments, waivers, consents, forbearances and other modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred in creating, perfecting and maintaining perfection of Liens in favor of Lender; (d) fees, costs and expenses incurred in connection with forwarding to Borrowers the proceeds of Loans including Lender's standard wire transfer fee; (e) fees, costs, expenses and bank charges, including bank charges for returned checks, incurred by Lender in establishing, maintaining and handling lock box accounts, blocked accounts or other accounts for collection of the Collateral; (f) fees, costs, expenses (including reasonable attorneys' fees fees, allocated costs of internal counsel, per diem charges of Lender's internal auditors and fees of environmental consultants, accountants and other professionals retained by Lender) and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the transactions contemplated hereby shall be consummated, the Borrowers agree Xxxxxxxxx agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Mortgagee in connection with any matters contemplated by or arising out of this Mortgage and the Loan AgreementDocuments, including the following, and all such fees, costs and expenses shall be part of the ObligationsDebt, payable on demand: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' attorney's fees, and other professionals retained by LenderMortgagee) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees and other professionals retained by LenderMortgagee) incurred in connection with the administration of the Loan Documents and the Loan loan and any amendments, modifications and waivers relating thereto; (Cc) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees) incurred in connection with the review, documentation, negotiation, closing and administration of any subordination or intercreditor agreements; and (Dd) reasonable fees, costs and expenses (including reasonable attorneys' fees and fees of other professionals retained by LenderMortgagee) incurred in any action to enforce or interpret this Loan Agreement Mortgage or the other Loan Documents or to collect any payments due from the Borrowers Mortgagor under this Loan AgreementMortgage, the Note or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan AgreementMortgage, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.

Expenses and Attorneys’ Fees. Whether or not the ---------------------------- transactions contemplated hereby shall be consummated, the Borrowers agree each Loan Party jointly and severally agrees to promptly pay all reasonable fees, costs and expenses incurred by Lender Agent in connection with any matters contemplated by or arising out of this Agreement or the other Loan Agreement, Documents including the following, and all such fees, costs and expenses shall be part of the Obligations, payable on demanddemand and secured by the Collateral: (Aa) reasonable fees, costs and expenses (including reasonable attorneys' fees, reasonable allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by LenderAgent) incurred in connection with the examination, review, due diligence investigation, documentation and closing of the financing arrangements evidenced by the Loan Documents; (Bb) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' fees, allocated costs of internal counsel and fees of environmental consultants, accountants and other professionals retained by Lender) incurred in connection with the administration of the Loan Documents and the Loan and any amendments, modifications and waivers relating thereto; (C) subject to Section 10.2, reasonable fees, costs and expenses (including reasonable attorneys' feesAgent) incurred in connection with the review, negotiation, preparation, documentation, negotiationexecution, closing syndication, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto or any subordination or intercreditor agreements; and (Dc) reasonable fees, costs and expenses incurred by Agent in creating, perfecting and maintaining perfection of Liens in favor of Agent, on behalf of Lenders; (d) fees, costs and expenses incurred by Agent in connection with forwarding to Borrower the proceeds of Loans including Agent's or any Lenders' standard wire transfer fee; (e) fees, costs, expenses (including reasonable attorneys' fees and fees allocated costs of other professionals retained by Lenderinternal counsel) of Agent or any Lender and costs of settlement incurred in collecting upon or enforcing rights against the Collateral or incurred in any action to enforce or interpret this Loan Agreement or the other Loan Documents or to collect any payments due from the Borrowers Borrower or any other Loan Party under this Loan Agreement, the Note Agreement or any other Loan Document or incurred in connection with any refinancing or restructuring of the credit arrangements provided under this Loan Agreement, whether in the nature of a "workout" or in connection with any insolvency or bankruptcy proceedings or otherwise. Any costs and expenses due and payable to Lender after the Closing Date may be paid to Lender pursuant to the Cash Management Agreement.