Common use of Expenses, Fees and Costs; Indemnification Clause in Contracts

Expenses, Fees and Costs; Indemnification. (a) Each Party, jointly and severally, shall be responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by Lender, including fees of counsel and court costs, in any way arising from or in connection with this Agreement, any Collateral, any Loan Document, any Obligations, or the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand, including, without limitation: (1) Audit Fees (as defined below); (2) all fees and expenses (including recording fees and insurance policy fees) of Lender and counsel for Lender for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3) all fees and out-of-pocket disbursements incurred by Lender, including attorneys' fees and consultants' fees (including the Consultant's fee), in any way arising from or in connection with any action taken by Lender to monitor, advise, administer, enforce or collect any of the Obligations (including under this Agreement, the Guarantor Loan Documents, any other Loan Document, or otherwise) or any other obligations of any one or more of the Parties, whether joint, joint and several, or several, under this Agreement, any Loan Document, any other existing or future document or agreement, or arising from or relating to the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one or more of the Parties; (4) all expenses and fees (including attorneys' fees) incurred in relation to, in connection with, in defense of or in prosecution of any litigation instituted by any one or more of the Parties, Lender, or any third party, against or involving Lender arising from, relating to, or in connection with any of the Obligations, or any one or more of the Parties' other obligations, this Agreement, any Collateral, any Loan Document, or the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment or post-judgment matters); (5) all costs, expenses, and fees incurred by Lender or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must fully cooperate with such appraisers and make their property available for appraisal in connection with as many appraisals as Lender may request); and (6) all costs, expenses, and fees incurred by Lender or its counsel in connection with consultants, expert witnesses, or other professionals retained by Lender or its counsel, to assist, advise, or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, or the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand (and each Party must fully cooperate with such consultant, expert witness or other professional and shall make their premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons). Each Party's agreement, jointly and severally, to be responsible for Lender's attorneys' fees and costs applies regardless of whether or not Lender prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender in connection with this Agreement, any Loan Document, or the transactions contemplated hereby or thereby, or the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand. (b) All of the foregoing costs, expenses, reimbursement obligations, and indemnification obligations are part of the Obligations and are secured by all of the Collateral.

Expenses, Fees and Costs; Indemnification. (a) Each Party, jointly and severally, shall be responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderNBD, including fees of the Consultant, counsel and court costs, in any way arising from or in connection with this Agreement, any Collateral, any Loan Document, any Obligations, or the business relationship between Lender, NBD on the one hand, hand and any one or more of the Parties, Parties on the other hand, including, without limitation: (1) Audit Fees (as defined in Paragraph 21 below); (2) all fees and expenses (including recording fees and insurance policy fees) of Lender NBD, the Consultant and counsel for Lender NBD for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, by this Agreement or any of the Loan Documents; (3) all fees and out-of-pocket disbursements incurred by LenderNBD, including attorneys' fees and consultants' fees (including the Consultant's fee)Consultant fees, in any way arising from or in connection with any action taken by Lender NBD to monitor, advise, administer, enforce or collect any of the Obligations (including under this Agreement, the Guarantor Loan Documents, and any other Loan Document, or otherwise) or any other obligations of any one or more of the Parties, whether joint, joint and several, or several, under this Agreement, any Loan Document, any other existing or future document or agreement, or arising from or relating to the business relationship between LenderNBD, on the one hand, and any one or more of the Parties, on the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one or more of the Parties; (4) all expenses and fees (including attorneys' fees and Consultant fees) incurred in relation to, in connection with, in defense of or in prosecution of any litigation instituted by any one or more of the Parties, LenderNBD, or any third party, against or involving Lender NBD arising from, relating to, or in connection with any of the Obligations, or any one or more of the Parties' other obligations, this Agreement, any Collateral, any Loan Document, or the business relationship between LenderNBD, on the one hand, and any one or more of the Parties, on the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters); (5) all costs, expenses, and fees incurred by Lender NBD or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must fully cooperate with such appraisers and make their its property available for appraisal in connection with as many appraisals as Lender NBD may request); and (6) all costs, expenses, and fees incurred by Lender NBD or its counsel in connection with consultants, including, without limitation, the Consultant, expert witnesses, or other professionals retained by Lender NBD or its counsel, to assist, advise, or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, the Guaranties, or the business relationship between LenderNBD, on the one hand, and any one or more of the Parties, on the other hand (and each Party must fully cooperate with such consultant, expert witness or other professional and shall make their premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons). Each Party's agreement, jointly and severally, to be responsible for Lender's attorneys' fees and costs applies regardless of whether or not Lender prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender in connection with this Agreement, any Loan Document, or the transactions contemplated hereby or thereby, or the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand. (b) All of the foregoing costs, expenses, reimbursement obligations, and indemnification obligations are part of the Obligations and are secured by all of the Collateral.more

Expenses, Fees and Costs; Indemnification. (a) Each Party, jointly and severally, shall be is responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderBank One as Agent, or either of Lenders, including reasonable fees of counsel and court costscosts and recordation fees and taxes, in any way arising from or in connection with this Agreement, any Collateral, any Loan Document, any Obligations, or the business relationship between LenderLenders or either of them, on the one hand, and any one or more of the Parties, on the other hand, including, without limitation: (1) Audit Fees (as defined below); (2) all reasonable fees and expenses (including recording fees and insurance policy fees) of Lender each of the Lenders and counsel for Lender each of the Lenders for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3) all reasonable fees and out-of-pocket disbursements incurred by Lendereach of the Lenders, including reasonable attorneys' fees and consultants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender either of the Lenders to monitor, advise, administer, enforce enforce, or collect any of the Obligations (including under this Agreement, the Guarantor Loan Documents, any other Loan Document, or otherwise) or any other obligations of any one or more of the Parties, whether joint, joint and several, or several, under this Agreement, any Loan Document, any other existing or future document or agreement, or arising from or relating to the business relationship between Lendereither of the Lenders, on the one hand, and any one or more of the Parties, on the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one or more of the Parties; (4) all reasonable expenses and fees (including reasonable attorneys' fees) incurred in relation to, in connection with, in defense of or in prosecution of any litigation instituted by any one or more of the Parties, Lendereither of the Lenders, or any third party, against or involving Lender either of the Lenders arising from, relating to, or in connection with any of the Obligations, or any one or more of the Parties' other obligations, this Agreement, any Collateral, any Loan Document, or the business relationship between Lendereither of the Lenders, on the one hand, and any one or more of the Parties, on the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters), provided, however, that the Parties will not be required to pay fees or expenses to the extent, but only to the extent, that the litigation in connection with which they are incurred is initiated by one or more Borrowers against one or more Lenders and is attributable solely to the gross negligence or willful misconduct of the Lenders or Bank One as Agent; (5) all costs, expenses, and fees incurred by Lender either of the Lenders or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must fully cooperate with such appraisers and make their property available for appraisal in connection with as many appraisals as Lender either of the Lenders may request); and (6) all reasonable costs, expenses, and fees incurred by Lender either of the Lenders or its their counsel in connection with consultants, expert witnesses, or other professionals retained by Lender either of the Lenders or its their counsel, to assist, advise, or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, or the business relationship between Lendereither of the Lenders, on the one hand, and any one or more of the Parties, on the other hand (and each Party must fully cooperate with such consultant, expert witness or other professional and shall must make their premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons). Each Party's agreement, jointly and severally, to be responsible for Lender's either of the Lenders' reasonable attorneys' fees and costs applies regardless of whether or not Lender either of the Lenders prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense, provided, however, that the Parties will not be required to pay fees or expenses to the extent, but only to the extent, that the litigation in connection with which they are incurred is initiated by one or more Borrowers against one or more Lenders and is attributable solely to the gross negligence or willful misconduct of the Lenders or Bank One as Agent. Each Party, jointly and severally, agrees to indemnify Lender each of the Lenders for all Claims (as hereinafter defined) which that may be imposed on, incurred by, or asserted against Lender either of the Lenders in connection with this Agreement, any Loan Document, or the transactions contemplated hereby or thereby, or the business relationship between Lendereither of the Lenders, on the one hand, and any one or more of the Parties, on the other hand, other than claims attributable solely to the gross negligence or willful misconduct of the Lenders or Bank One as Agent. All of each Party's obligations under this paragraph, including all indemnification obligations, survive repayment of the Obligations, termination of the Loan Documents, or both. (b) All of the foregoing costs, expenses, reimbursement obligations, and indemnification obligations are part of the Obligations and are secured by all of the Collateral.

Expenses, Fees and Costs; Indemnification. (a) Each Party, jointly and severally, shall be Obligor is responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderNBD and/or NBD Affiliates, including fees of counsel and court costs, in any way arising from or in connection with this AgreementAgreement (and all documents or agreements referred to or incorporated herein, including the Loan Documents), any of the Collateral, any Loan Document, any Obligations, of the Obligations or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesObligors or the Guarantors, on the other hand, including, without limitation: , (1a) Audit Fees (as defined below)audit fees; (2b) except as provided in Section 3.9(g), all fees and expenses (including recording fees and insurance policy fees) of Lender NBD and counsel for Lender NBD for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement (and all documents or any of the Loan Documentsagreements referred to or incorporated herein); (3c) all fees and out-of-pocket disbursements incurred by LenderNBD, including attorneys' fees and consultants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender NBD to monitor, advise, administer, enforce or collect any of the Obligations (including under this AgreementAgreement (and all documents or agreements referred to or incorporated herein, including the Loan Documents), the Guarantor Loan DocumentsGuaranties, any other Loan Documentthe Security Agreements, or otherwise) or any other obligations of any one Obligor or more of the Partiesany Guarantor, whether joint, joint and several, or several, under this AgreementAgreement (or any documents or agreements referred to or incorporated herein, any including the Loan DocumentDocuments), or any other existing or future document or agreement, or arising from or relating to the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesObligors or the Guarantors, on the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one or more of the Partiesany Obligor or any Guarantor; (4d) all expenses and fees (including reasonable attorneys' fees) incurred in relation to, in connection with, in defense of or in prosecution of any litigation instituted by any one or more of the Parties, Lender, or any third party, against or involving Lender arising from, relating to, or in connection with any of the Obligations, or any one or more of the Parties' other obligations, this Agreement, any Collateral, any Loan Document, or the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment or post-judgment matters); (5) all costs, expenses, and fees incurred by Lender or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must fully cooperate with such appraisers and make their property available for appraisal in connection with as many appraisals as Lender may request); and (6) all costs, expenses, and fees incurred by Lender or its counsel in connection with consultants, expert witnesses, or other professionals retained by Lender or its counsel, to assist, advise, or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, or the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand (and each Party must fully cooperate with such consultant, expert witness or other professional and shall make their premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons). Each Party's agreement, jointly and severally, to be responsible for Lender's attorneys' fees and costs applies regardless of whether or not Lender prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender in connection with this Agreement, any Loan Document, or the transactions contemplated hereby or thereby, or the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand. (b) All of the foregoing costs, expenses, reimbursement obligations, and indemnification obligations are part of the Obligations and are secured by all of the Collateral.

Expenses, Fees and Costs; Indemnification. (a) Each PartyThe Borrower and Riviera, jointly and severally, shall be responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderNBD, including fees of counsel and court costs, in any way arising from or in connection with this Agreement, any of the Collateral, any of the Loan DocumentDocuments, any Obligations, of the Obligations or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including, without limitation: , (1a) Audit Fees (as defined below)Fees; (2b) all fees and expenses (including recording fees and insurance policy fees) of Lender NBD and counsel for Lender NBD for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3c) all fees and out-of-pocket disbursements incurred by LenderNBD, including attorneys' fees and consultantsaccountants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender NBD to monitor, advise, administer, enforce or collect any of the Obligations (including under this Agreement, Agreement and the Guarantor Loan Documents, any other Loan Document, or otherwise) or any other obligations of any one the Borrower or more of the PartiesRiviera, whether joint, joint and several, or several, under this Agreement, any of the Loan Document, Documents or any other existing or future document or agreement, or arising from or relating to the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one the Borrower or more of the PartiesRiviera; (4d) all expenses and fees (including attorneys' fees) incurred in relation to, in connection with, in defense of or and/or in prosecution of any litigation instituted by any one or more of the PartiesBorrower, LenderRiviera, Holding, Rietx, XXD or any third party, party against or involving Lender NBD arising from, relating to, or in connection with any of the Obligations, Obligations or any one or more of the Parties' other Guarantor's obligations, this Agreement, any of the Collateral, any of the Loan Document, Documents or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters); (5e) all costs, expenses, expenses and fees incurred by Lender NBD or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must the Borrower and Riviera shall fully cooperate with such appraisers and make their property available for appraisal in connection with as many appraisals as Lender NBD may request); and (6f) all costs, expenses, expenses and fees incurred by Lender or NBD and/or its counsel in connection with consultants, expert witnesses, witnesses or other professionals retained by Lender or NBD and/or its counsel, counsel in order to assist, advise, or advise and/or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand (and each Party must the Borrower and Riviera shall fully cooperate with such consultant, expert witness or other professional and shall make their premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons). Each Party's agreement; and (g) all costs, jointly expenses and severally, to be responsible for Lender's attorneys' fees and costs applies regardless of whether or not Lender prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender by NBD in connection with any environmental investigations including but not limited to Phase I, Phase II and Phase III environmental audits (and the Borrower and Riviera agree that NBD and/or its agents may enter on their premises at any time to conduct such environmental investigations). Nothing contained in this Agreement, any Loan Documentparagraph shall, or is intended to, expand the transactions contemplated hereby or thereby, or liability of Rietx xxx Holding beyond that contained in the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand. (b) Limited Guaranty Documents. 111 All of the foregoing costs, expenses, expenses and reimbursement obligations, and indemnification obligations are set forth in this section (the "Costs") shall be part of the Obligations Obligations, and are shall be secured by all of the Collateral. The costs shall be paid within 10 days of written request from NBD.

Expenses, Fees and Costs; Indemnification. (a) Each PartyThe Borrower and Riviera, jointly and severally, shall be responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderNBD, including fees of counsel and court costs, in any way arising from or in connection with this Agreement, any Collateralof the Coilateral, any of the Loan DocumentDocuments, any Obligations, of the Obligations or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including, without limitation: , (1a) Audit Fees (as defined below)Fees; (2b) all fees and expenses (including recording fees and insurance policy fees) of Lender NBD and counsel for Lender NBD for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3c) all fees and out-of-pocket disbursements incurred by LenderNBD, including attorneys' fees and consultantsaccountants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender NBD to monitor, advise, administer, enforce or collect any of the Obligations (including under this Agreement, Agreement and the Guarantor Loan Documents, any other Loan Document, or otherwise) or any other obligations of any one the Borrower or more of the PartiesRiviera, whether joint, joint and several, or several, under this Agreement, any of the Loan Document, Documents or any other existing or future document or agreement, or arising from or relating to the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one the Borrower or more of the PartiesRiviera; (4d) all expenses and fees (including attorneys' fees) incurred in relation to, in connection with, in defense of or and/or in prosecution of any litigation instituted by any one or more of the PartiesBorrower, LenderRiviera, Holding, Rietx, XXD or any third party, party against or involving Lender NBD arising from, relating to, or in connection with any of the Obligations, Obligations or any one or more of the Parties' other Guarantor's obligations, this Agreement, any of the Collateral, any of the Loan Document, Documents or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters); (5e) all costs, expenses, expenses and fees incurred by Lender NBD or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must the Borrower and Riviera shall fully cooperate with such appraisers and make their property available for appraisal in connection with as many appraisals as Lender NBD may request); and (6f) all costs, expenses, expenses and fees incurred by Lender or NBD and/or its counsel in connection with consultants, expert witnesses, witnesses or other professionals retained by Lender or NBD and/or its counsel, counsel in order to assist, advise, or advise and/or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand (and each Party must the Borrower and Riviera shall fully cooperate with such consultant, expert witness or other professional and shall make their premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons). Each Party's agreement; and (g) all costs, jointly expenses and severally, to be responsible for Lender's attorneys' fees and costs applies regardless of whether or not Lender prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender by NBD in connection with any environmental investigations including but not limited to Phase I, Phase II and Phase III environmental audits (and the Borrower and Riviera agree that NBD and/or its agents may enter on their premises at any time to conduct such environmental investigations). Nothing contained in this Agreement, any Loan Documentparagraph shall, or is intended to, expand the transactions contemplated hereby or thereby, or liability of Rietx xxx Holding beyond that contained in the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand. (b) Limited Guaranty Documents. All of the foregoing costs, expenses, expenses and reimbursement obligations, and indemnification obligations are set forth in this section (the "Costs") shall be part of the Obligations Obligations, and are shall be secured by all of the Collateral. The costs shall be paid within 10 days of written request from NBD.

Expenses, Fees and Costs; Indemnification. (a) Each PartyThe Borrower and Riviera, jointly and severally, shall be responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderNBD, including fees of counsel and court costs, in any way arising from or in connection with this Agreement, any of the Collateral, any of the Loan DocumentDocuments, any Obligations, of the Obligations or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including, without limitation: , (1a) Audit Fees (as defined below)Fees; (2b) all fees and expenses (including recording fees and insurance policy fees) of Lender NBD and counsel for Lender NBD for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3c) all fees and out-of-pocket disbursements incurred by LenderNBD, including attorneys' fees and consultantsaccountants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender NBD to monitor, advise, administer, enforce or collect any of the Obligations (including under this Agreement, Agreement and the Guarantor Loan Documents, any other Loan Document, or otherwise) or any other obligations of any one the Borrower or more of the PartiesRiviera, whether joint, joint and several, or several, under this Agreement, any of the Loan Document, Documents or any other existing or future document or agreement, or arising from or relating to the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one the Borrower or more of the PartiesRiviera; (4d) all expenses and fees (including attorneys' fees) incurred in relation to, in connection with, in defense of or and/or in prosecution of any litigation instituted by any one or more of the PartiesBorrower, LenderRiviera, Holding, Rietx, XXD or any third party, party against or involving Lender NBD arising from, relating to, or in connection with any of the Obligations, Obligations or any one or more of the Parties' other Guarantor's obligations, this Agreement, any of the Collateral, any of the Loan Document, Documents or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters); (5e) all costs, expenses, expenses and fees incurred by Lender NBD or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must the Borrower and Riviera shall fully cooperate with such appraisers and make their property available for appraisal in connection with as many appraisals as Lender NBD may request); and (6f) all costs, expenses, expenses and fees incurred by Lender or NBD and/or its counsel in connection with consultants, expert witnesses, witnesses or other professionals retained by Lender or NBD and/or its counsel, counsel in order to assist, advise, or advise and/or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand (and each Party must the Borrower and Riviera shall fully cooperate with such consultant, expert witness or other professional and shall make their premises, books and records, accounting systems, computer systems and other media for the 148 recordation of information available to such persons). Each Party's agreement; and (g) all costs, jointly expenses and severally, to be responsible for Lender's attorneys' fees and costs applies regardless of whether or not Lender prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender by NBD in connection with any environmental investigations including but not limited to Phase I, Phase II and Phase III environmental audits (and the Borrower and Riviera agree that NBD and/or its agents may enter on their premises at any time to conduct such environmental investigations). Nothing contained in this Agreement, any Loan Documentparagraph shall, or is intended to, expand the transactions contemplated hereby or thereby, or liability of Rietx xxx Holding beyond that contained in the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand. (b) Limited Guaranty Documents. All of the foregoing costs, expenses, expenses and reimbursement obligations, and indemnification obligations are set forth in this section (the "Costs") shall be part of the Obligations Obligations, and are shall be secured by all of the Collateral. The costs shall be paid within 10 days of written request from NBD.

Expenses, Fees and Costs; Indemnification. (a) Each PartyThe Borrower and Riviera, jointly and severally, shall be responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderNBD, including fees of counsel and court costs, in any way arising from or in connection with this Agreement, any of the Collateral, any of the Loan DocumentDocuments, any Obligations, of the Obligations or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including, without limitation: , (1a) Audit Fees (as defined below)Fees; (2b) all fees and expenses (including recording fees and insurance policy fees) of Lender NBD and counsel for Lender NBD for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3c) all fees and out-of-pocket disbursements incurred by LenderNBD, including attorneys' fees and consultantsaccountants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender NBD to monitor, advise, administer, enforce or collect any of the Obligations (including under this Agreement, Agreement and the Guarantor Loan Documents, any other Loan Document, or otherwise) or any other obligations of any one the Borrower or more of the PartiesRiviera, whether joint, joint and several, or several, under this Agreement, any of the Loan Document, Documents or any other existing or future document or agreement, or arising from or relating to the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one the Borrower or more of the PartiesRiviera; (4d) all expenses and fees (including attorneys' fees) incurred in relation to, in connection with, in defense of or and/or in prosecution of any litigation instituted by any one or more of the PartiesBorrower, LenderRiviera, Holding, Rietx, XXD or any third party, party against or involving Lender NBD arising from, relating to, or in connection with any of the Obligations, Obligations or any one or more of the Parties' other Guarantor's obligations, this Agreement, any of the Collateral, any of the Loan Document, Documents or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters); (5e) all costs, expenses, expenses and fees incurred by Lender NBD or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must the Borrower and Riviera shall fully cooperate with such appraisers and make their property available for appraisal in connection with as many appraisals as Lender NBD may request); and (6f) all costs, expenses, expenses and fees incurred by Lender or NBD and/or its counsel in connection with consultants, expert witnesses, witnesses or other professionals retained by Lender or NBD and/or its counsel, counsel in order to assist, advise, or advise and/or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand (and each Party must the Borrower and Riviera shall fully cooperate with such consultant, expert witness or other professional and shall make their premises, books and records, accounting systems, computer systems and other media for the 165 recordation of information available to such persons). Each Party's agreement; and (g) all costs, jointly expenses and severally, to be responsible for Lender's attorneys' fees and costs applies regardless of whether or not Lender prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender by NBD in connection with any environmental investigations including but not limited to Phase I, Phase II and Phase III environmental audits (and the Borrower and Riviera agree that NBD and/or its agents may enter on their premises at any time to conduct such environmental investigations). Nothing contained in this Agreement, any Loan Documentparagraph shall, or is intended to, expand the transactions contemplated hereby or thereby, or liability of Rietx xx Holding beyond that contained in the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand. (b) Limited Guaranty Documents. All of the foregoing costs, expenses, expenses and reimbursement obligations, and indemnification obligations are set forth in this section (the "Costs") shall be part of the Obligations Obligations, and are shall be secured by all of the Collateral. The costs shall be paid within 10 days of written request from NBD.

Expenses, Fees and Costs; Indemnification. (a) Each PartyThe Borrower and Riviera, jointly and severally, shall be responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderNBD, including fees of counsel and court costs, in any way arising from or in connection with this Agreement, any of the Collateral, any of the Loan DocumentDocuments, any Obligations, of the Obligations or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including, without limitation: , (1a) Audit Fees (as defined below)Fees; (2b) all fees and expenses (including recording fees and insurance policy fees) of Lender NBD and counsel for Lender NBD for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3c) all fees and out-of-pocket disbursements incurred by LenderNBD, including attorneys' fees and consultantsaccountants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender NBD to monitor, advise, administer, enforce or collect any of the Obligations (including under this Agreement, Agreement and the Guarantor Loan Documents, any other Loan Document, or otherwise) or any other obligations of any one the Borrower or more of the PartiesRiviera, whether joint, joint and several, or several, under this Agreement, any of the Loan Document, Documents or any other existing or future document or agreement, or arising from or relating to the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one the Borrower or more of the PartiesRiviera; (4d) all expenses and fees (including attorneys' fees) incurred in relation to, in connection with, in defense of or and/or in prosecution of any litigation instituted by any one or more of the PartiesBorrower, LenderRiviera, Holding, Rietx, XXD or any third party, party against or involving Lender NBD arising from, relating to, or in connection with any of the Obligations, Obligations or any one or more of the Parties' other Guarantor's obligations, this Agreement, any of the Collateral, any of the Loan Document, Documents or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters); (5e) all costs, expenses, expenses and fees incurred by Lender NBD or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must the Borrower and Riviera shall fully cooperate with such appraisers and make their property available for appraisal in connection with as many appraisals as Lender NBD may request); and (6f) all costs, expenses, expenses and fees incurred by Lender or NBD and/or its counsel in connection with consultants, expert witnesses, witnesses or other professionals retained by Lender or NBD and/or its counsel, counsel in order to assist, advise, or advise 133 and/or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand (and each Party must the Borrower and Riviera shall fully cooperate with such consultant, expert witness or other professional and shall make their premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons). Each Party's agreement; and (g) all costs, jointly expenses and severally, to be responsible for Lender's attorneys' fees and costs applies regardless of whether or not Lender prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender by NBD in connection with any environmental investigations including but not limited to Phase I, Phase II and Phase III environmental audits (and the Borrower and Riviera agree that NBD and/or its agents may enter on their premises at any time to conduct such environmental investigations). Nothing contained in this Agreement, any Loan Documentparagraph shall, or is intended to, expand the transactions contemplated hereby or thereby, or liability of Rietx xxx Holding beyond that contained in the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand. (b) Limited Guaranty Documents. All of the foregoing costs, expenses, expenses and reimbursement obligations, and indemnification obligations are set forth in this section (the "Costs") shall be part of the Obligations Obligations, and are shall be secured by all of the Collateral. The costs shall be paid within 10 days of written request from NBD.

Expenses, Fees and Costs; Indemnification. (a) Each PartyThe Borrower and Riviera, jointly and severally, shall be responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderNBD, including fees of counsel and court costs, in any way arising from or in connection with this Agreement, any of the Collateral, any of the Loan DocumentDocuments, any Obligations, of the Obligations or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including, without limitation: , (1a) Audit Fees (as defined below)Fees; (2b) all fees and expenses (including recording fees and insurance policy fees) of Lender NBD and counsel for Lender NBD for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3c) all fees and out-of-pocket disbursements incurred by LenderNBD, including attorneys' fees and consultantsaccountants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender NBD to monitor, advise, administer, enforce or collect any of the Obligations (including under this Agreement, Agreement and the Guarantor Loan Documents, any other Loan Document, or otherwise) or any other obligations of any one the Borrower or more of the PartiesRiviera, whether joint, joint and several, or several, under this Agreement, any of the Loan Document, Documents or any other existing or future document or agreement, or arising from or relating to the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one the Borrower or more of the PartiesRiviera; (4d) all expenses and fees (including attorneys' fees) incurred in relation to, in connection with, in defense of or and/or in prosecution of any litigation instituted by any one or more of the PartiesBorrower, LenderRiviera, Holding, Rietx, XXD or any third party, party against or involving Lender NBD arising from, relating to, or in connection with any of the Obligations, Obligations or any one or more of the Parties' other Guarantor's obligations, this Agreement, any of the Collateral, any of the Loan Document, Documents or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters); (5e) all costs, expenses, expenses and fees incurred by Lender NBD or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must the Borrower and Riviera shall fully cooperate with such appraisers and make their property available for appraisal in connection with as many appraisals as Lender NBD may request); and (6f) all costs, expenses, expenses and fees incurred by Lender or NBD and/or its counsel in connection with consultants, expert witnesses, witnesses or other professionals retained by Lender or NBD and/or its counsel, counsel in order to assist, advise, or advise and/or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, or the business relationship between LenderNBD, on the one hand, and any one or more of the PartiesBorrower, on Riviera, Holding or Rietx, xx the other hand (and each Party must the Borrower and Riviera shall fully cooperate with such consultant, expert witness or other professional and shall make their premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons). Each Party's agreement; and (g) all costs, jointly expenses and severally, to be responsible for Lender's attorneys' fees and costs applies regardless of whether or not Lender prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender by NBD in connection with any environmental investigations including but not limited to Phase I, Phase II and Phase III environmental audits (and the Borrower and Riviera agree that NBD and/or its agents may enter on their premises at any time to conduct such environmental investigations). Nothing contained in this Agreement, any Loan Documentparagraph shall, or is intended to, expand the transactions contemplated hereby or thereby, or liability of Rietx xxx Holding beyond that contained in the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand. (b) Limited Guaranty Documents. All of the foregoing costs, expenses, expenses and reimbursement obligations, and indemnification obligations are set forth in this section (the "Costs") shall be part of the Obligations Obligations, and are shall be secured by all of the Collateral. The costs shall be paid within 10 days of written request from NBD.

Expenses, Fees and Costs; Indemnification. (a) Each Party, jointly and severally, shall be responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderNBD, including fees of counsel and court costs, in any way arising from or in connection with this Agreement, any Collateral, any Loan Document, any Obligations, or the business relationship between Lender, NBD on the one hand, hand and any one or more of the Parties, Parties on the other hand, including, without limitation: : (1) Audit Fees (as defined in Paragraph 27 below); (2) all fees and expenses (including recording fees and insurance policy fees) of Lender NBD and counsel for Lender NBD for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3) all fees and out-of-pocket disbursements incurred by LenderNBD, including attorneys' fees and consultants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender NBD to monitor, advise, administer, enforce or collect any of the Obligations (including under this Agreement, the Guarantor Loan Documents, and any other Loan Document, or otherwise) ), or any other obligations of any one or more of the Parties, whether joint, joint and several, or several, under this Agreement, any Loan Document, any other existing or future document or agreement, or arising from or relating to the business relationship between LenderNBD, on the one hand, and any one or more of the Parties, on the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one or more of the Parties; (4) all expenses and fees (including attorneys' fees) incurred in relation to, in connection with, in defense of or in prosecution of any litigation instituted by any one or more of the Parties, LenderNBD, or any third party, against or involving Lender NBD arising from, relating to, or in connection with any of the Obligations, or any one or more of the Parties' other obligations, this Agreement, any Collateral, any Loan Document, or the business relationship between LenderNBD, on the one hand, and any one or more of the Parties, on the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters); (5) all costs, expenses, and fees incurred by Lender NBD or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must fully cooperate with such appraisers and make their its property available for appraisal in connection with as many appraisals as Lender NBD may request); and (6) all costs, expenses, and fees incurred by Lender NBD or its counsel in connection with consultants, including, without limitation, the Consultant, expert witnesses, or other professionals retained by Lender NBD or its counsel, to assist, advise, or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, the Guaranty, or the business relationship between LenderNBD, on the one hand, and any one or more of the Parties, on the other hand (and each Party must fully cooperate with such consultantConsultant, expert witness or other professional and shall make their its premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons); and (7) all costs, expenses and fees incurred by NBD in connection with any environmental investigations including, but not limited to, Phase I, Phase II and Phase III environmental audits (and each Party agrees that NBD or its agents may enter on its premises at any time to conduct such environmental investigations). Each Party's agreement, jointly and severally, to be responsible for LenderNBD's attorneys' fees and costs applies regardless of whether or not Lender NBD prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender NBD for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender NBD in connection with this Agreement, any Loan Document, or the transactions contemplated hereby or thereby, or the business relationship between LenderNBD, on the one hand, and any one or more of the Parties, on the other hand. (b) All of the foregoing costs, expenses, reimbursement obligations, and indemnification obligations are part of the Obligations and are secured by all of the Collateral.

Expenses, Fees and Costs; Indemnification. (a) Each Obligated Party, jointly and severally, shall be is responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderStandard Federal, including fees of counsel and court costs, in any way arising from or in connection with this Agreement, any Collateral, any Loan Document, any Obligations, or the business relationship between LenderStandard Federal, on the one hand, and any one or more of the Obligated Parties, on the other hand, including, without limitation: : (1) Audit Fees (as defined below); (2) all fees and expenses (including recording fees and insurance policy fees) of Lender Standard Federal and its counsel for Lender for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3) all fees and out-of-pocket disbursements incurred by LenderStandard Federal, including attorneys' fees and consultants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender Standard Federal to monitor, advise, administer, enforce enforce, or collect any of the Obligations (including under this Agreement, the Guarantor Loan Documents, any other Loan Document, or otherwise) or any other obligations of any one or more of the Obligated Parties, whether joint, joint and several, or several, under this Agreement, any Loan Document, any other existing or future document or agreement, or arising from or relating to the business relationship between LenderStandard Federal, on the one hand, and any one or more of the Obligated Parties, on the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one or more of the Obligated Parties; (4) all expenses and fees (including attorneys' fees) incurred in relation to, in connection with, in defense of or in prosecution of any litigation instituted by any one or more of the Obligated Parties, LenderStandard Federal, or any third party, against or involving Lender Standard Federal arising from, relating to, or in connection with any of the Obligations, or any one or more of the Obligated Parties' other obligations, this Agreement, any Collateral, any Loan Document, or the business relationship between LenderStandard Federal, on the one hand, and any one or more of the Obligated Parties, on the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters); (5) all costs, expenses, and fees incurred by Lender Standard Federal or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Obligated Party must fully cooperate with such appraisers and make their property available for appraisal in connection with as many appraisals as Lender Standard Federal may request); and (6) all costs, expenses, and fees incurred by Lender Standard Federal or its counsel in connection with consultants, expert witnesses, or other professionals retained by Lender Standard Federal or its counsel, to assist, advise, or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, or the business relationship between LenderStandard Federal, on the one hand, and any one or more of the Obligated Parties, on the other hand (and each Obligated Party must fully cooperate with such consultant, expert witness or other professional and shall must make their premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons). Each Obligated Party's agreement, jointly and severally, to be responsible for LenderStandard Federal's attorneys' fees and costs applies regardless of whether or not Lender Standard Federal prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Obligated Party, jointly and severally, agrees to indemnify Lender Standard Federal for all Claims (as hereinafter defined) which that may be imposed on, incurred by, or asserted against Lender Standard Federal in connection with this Agreement, any Loan Document, or the transactions contemplated hereby or thereby, or the business relationship between LenderStandard Federal, on the one hand, and any one or more of the Obligated Parties, on the other hand. All of each Obligated Party's obligations under this paragraph, including all indemnification obligations, survive repayment of the Obligations, termination of the Loan Documents, or both. (b) All of the foregoing costs, expenses, reimbursement obligations, and indemnification obligations are part of the Obligations and are secured by all of the Collateral.

Expenses, Fees and Costs; Indemnification. (a) Each Party, jointly and severally, shall be responsible for the payment of all reasonable fees and out-of-pocket disbursements incurred by LenderNBD, including fees of counsel and court costs, in any way arising from or in connection with this Agreement, any Collateral, any Loan Document, any Obligations, or the business relationship between Lender, NBD on the one hand, hand and any one or more of the Parties, Parties on the other hand, including, without limitation: (1) Audit Fees (as defined in Paragraph 21 below); (2) all fees and expenses (including recording fees and insurance policy fees) of Lender NBD and counsel for Lender NBD for the preparation, examination, approval, negotiation, execution and delivery of, or the closing of any of the transactions contemplated by, this Agreement or any of the Loan Documents; (3) all fees and out-of-pocket disbursements incurred by LenderNBD, including attorneys' fees and consultants' fees (including the Consultant's fee)fees, in any way arising from or in connection with any action taken by Lender NBD to monitor, advise, administer, enforce or collect any of the Obligations (including under this Agreement, the Guarantor Loan Documents, and any other Loan Document, or otherwise) ), or any other obligations of any one or more of the Parties, whether joint, joint and several, or several, under this Agreement, any Loan Document, any other existing or future document or agreement, or arising from or relating to the business relationship between LenderNBD, on the one hand, and any one or more of the Parties, on the other hand, or otherwise securing any of the Obligations, including any actions to lift the automatic stay or to otherwise in any way monitor or participate in any bankruptcy, reorganization or insolvency proceeding of any one or more of the Parties; (4) all expenses and fees (including attorneys' fees) incurred in relation to, in connection with, in defense of or in prosecution of any litigation instituted by any one or more of the Parties, LenderNBD, or any third party, against or involving Lender NBD arising from, relating to, or in connection with any of the Obligations, or any one or more of the Parties' other obligations, this Agreement, any Collateral, any Loan Document, or the business relationship between LenderNBD, on the one hand, and any one or more of the Parties, on the other hand, including any so-called "lender liability" action, any claim and delivery or other action for possession of, or foreclosure on, any of the Collateral, post-judgment enforcement of any rights or remedies including enforcement of any judgments, and prosecution of any appeals (whether discretionary or as of right and whether in connection with prejudgment pre-judgment or post-judgment matters); (5) all costs, expenses, and fees incurred by Lender NBD or its agents in connection with appraisals and reappraisals of all or any of the Collateral (and each Party must fully cooperate with such appraisers and make their its property available for appraisal in connection with as many appraisals as Lender NBD may request); and (6) all costs, expenses, and fees incurred by Lender NBD or its counsel in connection with consultants, including, without limitation, the Consultant, expert witnesses, or other professionals retained by Lender NBD or its counsel, to assist, advise, or give testimony with respect to any matter relating to the Collateral, the Obligations, the Loan Documents, the Guaranty, or the business relationship between LenderNBD, on the one hand, and any one or more of the Parties, on the other hand (and each Party must fully cooperate with such consultantConsultant, expert witness or other professional and shall make their its premises, books and records, accounting systems, computer systems and other media for the recordation of information available to such persons). Each Party's agreement; and (7) all costs, jointly expenses and severally, to be responsible for Lender's attorneys' fees and costs applies regardless of whether or not Lender prevails in whole or in part in any action, proceeding, litigation, or otherwise, and regardless of the nature of any action or litigation or the theories or bases of recovery or defense. Each Party, jointly and severally, agrees to indemnify Lender for all Claims (as hereinafter defined) which may be imposed on, incurred by, or asserted against Lender by NBD in connection with this Agreementany environmental investigations including, any Loan Documentbut not limited to, or the transactions contemplated hereby or therebyPhasx X, or the business relationship between Lender, on the one hand, and any one or more of the Parties, on the other hand. (b) All of the foregoing costs, expenses, reimbursement obligations, and indemnification obligations are part of the Obligations and are secured by all of the Collateral.Xxxxx XX xxx