Common use of Fees and Reimbursement of Expenses Clause in Contracts

Fees and Reimbursement of Expenses. (a) Borrower shall pay to Lender the Fees set forth in Item 9(a) of the Terms Schedule and shall reimburse Lender for all reasonable costs and expenses incurred in connection with examinations of Borrower’s Books and appraisals of the Collateral and such other matters as Lender shall deem reasonable and appropriate, as set forth in Item 9(b) of the Terms Schedule. (b) If, at any time or times regardless of whether or not any Event of Default then exists, Lender incurs legal or accounting expenses or any other costs or out-of-pocket expenses in connection with the loan transaction described herein, including fees and expenses incurred in connection with: (i) the negotiation and preparation of any amendment of or modification of this Agreement or any of the other Loan Documents or documents evidencing or otherwise relating to any workout, restructuring or forbearance with respect to any Loan Documents or any Obligations; (ii) the administration of this Agreement or any of the Loan Documents and the transactions contemplated hereby and thereby; (iii) any litigation, contest, dispute, suit, proceeding (including any Insolvency Proceeding) or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any or the other Loan Documents or Borrower; or (iv) any attempt to enforce any rights of Lender against Borrower or any other Person which may be obligated to Lender by virtue of this Agreement or any of the other Loan Documents, including any Obligor; or (v) any consultations regarding any Loan Documents or preparation thereof, or financing extended thereunder; then all such legal and accounting expenses, other reasonable costs and out-of-pocket expenses of Lender shall be charged to Borrower, shall be Obligations secured by all of the Collateral, shall be payable to Lender on demand, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Revolver Loans from time to time. (c) All Fees shall be fully earned by Lender when due and payable and, except as otherwise set forth herein or required by applicable law, shall not be subject to rebate, refund or proration. All Fees provided for in this Section 2.4 are and shall be deemed to be for compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money.

Fees and Reimbursement of Expenses. (a) Borrower shall pay to Lender the Fees set forth in Item 9(a) of the Terms Schedule and shall reimburse Lender for all reasonable costs and expenses incurred in connection with examinations of Borrower’s Books and appraisals of the Collateral and such other matters as Lender shall deem reasonable and appropriate, as set forth in Item 9(b) of the Terms Schedule. (b) If, at any time or times regardless of whether or not any Event of Default then exists, Lender incurs reasonable legal or accounting expenses or any other costs or out-of-pocket costs or expenses in connection with the loan transaction described herein, including reasonable fees and expenses incurred in connection with: (i) the negotiation and preparation of any amendment of or modification of this Agreement or any of the other Loan Documents or documents evidencing or otherwise relating to any workout, restructuring or forbearance with respect to any Loan Documents or any Obligations; (ii) the administration of this Agreement or any of the Loan Documents and the transactions contemplated hereby and thereby; (iii) any litigation, contest, dispute, suit, proceeding (including any Insolvency Proceeding) or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any or the other Loan Documents or Borrower; or (iv) any attempt to enforce any rights of Lender against Borrower or any other Person which may be obligated to Lender by virtue of this Agreement or any of the other Loan Documents, including any Obligor; or (v) any consultations regarding any Loan Documents or preparation thereof, or financing extended thereunder; then all such reasonable legal and accounting expenses, other reasonable costs and out-of-pocket costs and expenses of Lender shall be charged to Borrower, shall be Obligations secured by all of the Collateral, shall be payable to Lender on demand, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Revolver Loans from time to time. (c) All Fees shall be fully earned by Lender when due and payable and, except as otherwise set forth herein or required by applicable law, shall not be subject to rebate, refund or proration. All Fees provided for in this Section 2.4 are and shall be deemed to be for compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money.

Fees and Reimbursement of Expenses. (a) Borrower Borrowers shall pay to Lender the Fees Administrative Agent such fees as set forth in Item 9(a) of the Terms Schedule Amended and Restated Fee Letter and as separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between Borrowers and Administrative Agent, as applicable). On the Closing Date, Borrowers shall also reimburse Administrative Agent, each Lender and their respective Affiliates for all their respective Lender Expenses, including reasonable costs legal fees, asset appraisal fees and expenses accounting fees, incurred in connection with examinations of Borrower’s Books and appraisals the consummation of the Collateral and such other matters as Lender shall deem reasonable and appropriate, as set forth in Item 9(b) of the Terms Scheduletransactions contemplated hereby. (b) If, at any time or times regardless of whether or not any Event of Default then exists, Borrowers shall reimburse Administrative Agent and each Lender incurs legal or accounting expenses or any other costs or out-of-pocket expenses in connection with for all Lender Expenses after the loan transaction described herein, including fees and expenses incurred in connection with: (i) the negotiation and preparation of any amendment of or modification of this Agreement or any of the other Loan Documents or documents evidencing or otherwise relating to any workout, restructuring or forbearance with respect to any Loan Documents or any Obligations; (ii) the administration of this Agreement or any of the Loan Documents and the transactions contemplated hereby and thereby; (iii) any litigation, contest, dispute, suit, proceeding (including any Insolvency Proceeding) or action (whether instituted by Lender, Borrower or any other Person) in any way relating to the Collateral, this Agreement or any or the other Loan Documents or Borrower; or (iv) any attempt to enforce any rights of Lender against Borrower or any other Person which may be obligated to Lender by virtue of this Agreement or any of the other Loan Documents, including any Obligor; or (v) any consultations regarding any Loan Documents or preparation thereof, or financing extended thereunder; then all such legal and accounting expenses, other reasonable costs and out-of-pocket expenses of Lender shall be charged to Borrower, shall be Obligations secured by all of the Collateral, shall be payable to Lender Closing Date on demand, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Revolver Loans from time to time. (c) All Fees fees to be paid to Administrative Agent or any Lender under or in connection with the Transactions, including pursuant to the Amended and Restated Fee Letter: shall be fully earned by Administrative Agent and each Lender when due and payable and, except as otherwise set forth herein or required by applicable law, payable; shall not be subject to rebate, refund or proration. All Fees provided for in this Section 2.4 proration under any circumstances; are and shall be deemed to be for compensation for services services; and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. All amounts chargeable to Borrowers under this Section 2.6 shall be Obligations secured by the Collateral and shall be payable on demand to Administrative Agent, on behalf of Administrative Agent and Lenders. Notwithstanding anything to the contrary in any of the Loan Documents, the obligations of Borrowers under this Section 2.6 shall survive the payment in full of the Obligations and termination of the Loan Documents. (d) Notwithstanding anything contained to the contrary in this Agreement, in no event shall any Borrower be liable to reimburse Administrative Agent or any Lender for any interest expense incurred by Administrative Agent or a Lender pursuant to Section2.3 (g)(iii) or Section 10.11(d) of this Agreement.

Fees and Reimbursement of Expenses. (a) Borrower Borrowers shall pay to Lender the Fees set forth in Item 9(a) of the Terms Schedule and shall reimburse Lender for all reasonable costs and expenses incurred in connection with examinations of Borrower’s Borrowers’ Books and appraisals of the Collateral and such other matters as Lender shall deem reasonable and appropriate, as set forth in Item 9(b) of the Terms Schedule. (b) If, at any time or times regardless of whether or not any Event of Default then exists, Lender incurs out-of-pocket legal or accounting expenses or any other costs or out-of-pocket costs or expenses in connection with the loan transaction described herein, including fees and expenses incurred in connection with: (i) the negotiation and preparation of any amendment of or modification of this Agreement or any of the other Loan Documents or documents evidencing or otherwise relating to any workout, restructuring or forbearance with respect to any Loan Documents or any Obligations; (ii) the administration of this Agreement or any of the Loan Documents and the transactions contemplated hereby and thereby; (iii) any litigation, contest, dispute, suit, proceeding (including any Insolvency Proceeding) or action (whether instituted by Lender, any Borrower or any other Person) in any way relating to the Collateral, this Agreement or any or the other Loan Documents or Borrowerone or more Borrowers; or (iv) any attempt to enforce any rights of Lender against any Borrower or any other Person which may be obligated to Lender by virtue of this Agreement or any of the other Loan Documents, including any Obligor; or (v) any consultations regarding any Loan Documents or preparation thereof, or financing extended thereunder; then all such reasonable legal and accounting expenses, other reasonable costs and out-of-pocket expenses of Lender shall be charged to BorrowerBorrowers, shall be Obligations secured by all of the Collateral, shall be payable to Lender on demand, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Revolver Loans from time to time. Notwithstanding the foregoing, Borrowers shall not be obligated to reimburse Lender for costs and expenses incurred in connection with actions by Lender which a court of competent jurisdiction determines in a valid, final, non-appealable judgment to constitute gross negligence or willful misconduct of Lender. (c) All Fees shall be fully earned by Lender when due and payable and, except as otherwise set forth herein or required by applicable law, shall not be subject to rebate, refund or proration. All Fees provided for in this Section 2.4 are and shall be deemed to be for compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money.

Fees and Reimbursement of Expenses. (a) Borrower shall For its services hereunder, the Partnerships, the Sponsor and the Company, jointly and severally, agree to pay Dealer Manager a dealer manager fee equal to Lender $125,000 ("Dealer Manager Fee"). The Partnerships, the Fees set forth in Item 9(aSponsor and the Company, jointly and severally, agree to pay all (i) expenses of preparing the Terms Schedule Offer Materials, (ii) appraisal, financial advisory and shall reimburse Lender for all reasonable costs accounting fees and related expenses incurred in connection with examinations of Borrower’s Books and appraisals the Consolidation, (iii) expenses incident to the qualification or registration of the Collateral and such other matters as Lender shall deem reasonable and appropriateShares under securities laws in accordance with the terms of this Agreement, as set forth in Item 9(b) including filing fees of the Terms Schedule. Commission, the National Association of Securities Dealers, Inc. and applicable state governmental agencies and the fees and expenses of counsel in connection therewith and in connection with the preparation of a Blue Sky memorandum if necessary, (biii) Ifcharges for printing of the Offer Materials, at any time or times regardless of whether or not any Event of Default then exists(iv) travel and entertainment expenses incurred in connection with the Consolidation as reasonably approved by a Sponsor, Lender incurs legal or accounting expenses or any (v) other costs or reasonable out-of-pocket expenses incurred by you (other than any expense that may be deemed Solicitation Expenses as described below) in connection with your services pursuant to this Agreement or and (vi) other expenses incurred or authorized by any Partnership, the Sponsor, or the Company, in connection with the loan transaction described hereinConsolidation (collectively, including fees and expenses incurred in connection with: with the Dealer Manager Fees, the "Transaction Expenses"). Notwithstanding the foregoing, (i) in the negotiation and preparation event the Consolidation is consummated, but the merger of any amendment of or modification of this Agreement or any a Partnership is not approved by the requisite vote of the other Loan Documents or documents evidencing or otherwise relating Partners of such Partnership, then the Sponsor shall solely bear and be responsible for all Transaction Expenses payable with respect to any workoutthat portion of the Transaction Expenses attributable to such Partnership on the basis of its respective Exchange Value, restructuring or forbearance and (ii) in the event the Consolidation is not consummated with respect to any Loan Documents or any Obligations; of the Partnerships, then the Sponsor shall solely bear and be responsible for a percentage of the Transaction Expenses allocable to each Nonparticipating Partnership (on the basis of its respective Exchange Value) equal to the percentage of votes to reject the Consolidation of each such Partnership and each Nonparticipating Partnership shall solely bear and be responsible for a percentage of the Transaction Expenses allocable to such Partnership (on the basis of its respective Exchange Value) equal to the percentage of votes to accept the Consolidation of such Partnership. (b) The Partnerships, the Sponsor and the Company, jointly and severally, agree to pay all (i) expenses of mailing the Offer Materials, (ii) the administration of this Agreement or any fees and expenses of the Loan Documents Information Agent in connection with the Consolidation and the transactions contemplated hereby and thereby; (iii) any litigationdirect marketing expenses such as telephone calls, contestbroker-dealer fact sheets, disputelegal and other expenses related to the solicitation as well as reimbursements of costs incurred by brokers and banks in forwarding the Offer Materials to Partners (collectively, suit"Solicitation Expenses"). Notwithstanding the foregoing, proceeding (including any Insolvency Proceedingi) or action if the Consolidation is consummated with 100% Partnership Participation, all Solicitation Expenses will be payable by the Company and (whether instituted by Lender, Borrower or any other Personii) in any way relating the event the Consolidation is not consummated with respect to a Partnership, then the CollateralSponsor shall solely bear and be responsible for the Solicitation Expenses for such Partnership. (c) The Partnerships, this Agreement or any or the other Loan Documents or Borrower; or (iv) any attempt Sponsor and the Company, jointly and severally, also agree to enforce any rights of Lender against Borrower or any other Person which may be obligated to Lender by virtue of this Agreement or any of the other Loan Documents, including any Obligor; or (v) any consultations regarding any Loan Documents or preparation thereof, or financing extended thereunder; then all such legal and accounting expenses, other reimburse you promptly for your reasonable costs and out-of-pocket expenses incurred in connection with any litigation (subject to Sections 10 and 19 hereof, other than litigation commenced by any Partnership, the Sponsor or the Company against you), administrative proceeding, investigation, inquiry, hearing or other formal or informal proceeding to which you may be called upon to give evidence, produce documents or take any other action arising out of Lender your acting as Dealer Manager or otherwise. Payment to you in reimbursement of your expenses (including Solicitation Expenses and Transaction Expenses (other than the Dealer Manager Fees) shall be charged to Borrower, shall be Obligations secured by all of the Collateral, shall be payable to Lender on demand, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Revolver Loans promptly upon your request submitted from time to time. . If so requested, you will provide a monthly status report of your expenses including the fees and disbursements of your legal counsel. If this Agreement shall have been terminated pursuant to Sections 3(b), 12 or 17, the reimbursement for expenses (cincluding Solicitation Expenses and Transaction Expenses (other than the Dealer Manager Fees)) All incurred by you through the date of such withdrawal or termination shall be paid to you as soon as practicable after the date of such withdrawal or termination. Payment of the Dealer Manager Fees shall be fully earned by Lender when made on the Closing Date (as defined in Section 7 hereof). The obligation of the Company, the Partnerships and the Sponsor, as the case may be, to reimburse your expenses (including Transaction Expenses (other than the Dealer Manager Fees) shall survive the expiration or termination of this Agreement and any cancellation or abandonment of the Consolidation prior to consummation of the Consolidation. Reimbursement of your expenses (including Transaction Expenses) shall be due and payable and, except as otherwise set forth herein at your option in immediately available funds or required by applicable law, shall not be subject to rebate, refund certified or proration. All Fees provided for in this Section 2.4 are and shall be deemed to be for compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of moneyofficial bank check.

Fees and Reimbursement of Expenses. (a) Borrower For its services hereunder, the Partnerships, the Sponsor and the Company, jointly and severally, agree to pay Dealer Manager as dealer manager fee equal to $80,000 ("Dealer Manager Fee"). In addition, the Company shall pay issue to Lender the Fees set forth in Item 9(a) Dealer Manager a warrant to purchase 35,000 shares of Common Stock of the Terms Schedule Company at a purchase price of $1.00 per share, which warrant shall be in substantially the form attached hereto a Exhibit A. The Partnerships, the Sponsor and shall reimburse Lender for the Company, jointly and severally, agree to pay all reasonable costs (i) expenses of preparing the Offer Materials, (ii) appraisal, financial advisory and accounting fees and related expenses incurred in connection with examinations of Borrower’s Books and appraisals the Consolidation, (iii) expenses incident to the qualification or registration of the Collateral and such other matters as Lender shall deem reasonable and appropriateShares under securities laws in accordance with the terms of this Agreement, as set forth in Item 9(b) including filing fees of the Terms Schedule. Commission, the National Association of Securities Dealers, Inc. and applicable state governmental agencies and the fees and expenses of counsel in connection therewith and in connection with the preparation of a Blue Sky memorandum if necessary, (biii) Ifcharges for printing of the Offer Materials, at (iv) travel and entertainment expenses of any time roadshow or times regardless of whether or not any Event of Default then existsother meetings related to marketing the Consolidation as reasonably approved by a Sponsor, Lender incurs legal or accounting expenses or any (v) other costs or reasonable out-of-pocket expenses incurred by you (other than any expense that may be deemed Solicitation Expenses as described below) in connection with your services pursuant to this Agreement or and (vi) other expenses incurred or authorized by any Partnership, the Sponsor, or the Company, in connection with the loan transaction described hereinConsolidation (collectively, including fees and expenses incurred in connection with: with the Dealer Manager Fees, the "Transaction Expenses"). Notwithstanding the foregoing, (i) in the negotiation and preparation event the Consolidation is consummated, but the merger of any amendment of or modification of this Agreement or any a Partnership is not approved by the requisite vote of the other Loan Documents or documents evidencing or otherwise relating Partners of such Partnership, then the Sponsor shall solely bear and be responsible for all Transaction Expenses payable with respect to any workoutthat portion of the Transaction Expenses attributable to such Partnership on the basis of its respective Exchange Value, restructuring or forbearance and (ii) in the event the Consolidation is not consummated with respect to any Loan Documents or any Obligations; of the Partnerships, then the Sponsor shall solely bear and be responsible for a percentage of the Transaction Expenses allocable to each Nonparticipating Partnership (on the basis of its respective Exchange Value) equal to the percentage of votes to reject the Consolidation of each such Partnership and each Nonparticipating Partnership shall solely bear and be responsible for a percentage of the Transaction Expenses allocable to such Partnership (on the basis of its respective Exchange Value) equal to the percentage of votes to accept the Consolidation of such Partnership. Dealer Manager Agreement Crisxxx Xxxxxxx Xxxurities 3/97 5 6 (b) The Partnerships, the Sponsor and the Company, jointly and severally, agree to pay all (i) expenses of mailing the Offer Materials, (ii) the administration of this Agreement or any fees and expenses of the Loan Documents Information Agent in connection with the Consolidation and the transactions contemplated hereby and thereby; (iii) any litigationdirect marketing expenses such as telephone calls, contestbroker-dealer fact sheets, disputelegal and other expenses related to the solicitation as well as reimbursements of costs incurred by brokers and banks in forwarding the Offer materials to Partners (collectively, suit"Solicitation Expenses"). Notwithstanding the foregoing, proceeding (including any Insolvency Proceedingi) or action if the Consolidation is consummated with 100% Partnership Participation, all Solicitation Expenses will be payable by the Company and (whether instituted by Lender, Borrower or any other Personii) in any way relating the event the Consolidation is not consummated with respect to a Partnership, then the CollateralCompany shall solely bear and be responsible for the Solicitation Expenses for such Partnership. (c) The Partnerships, this Agreement or any or the other Loan Documents or Borrower; or (iv) any attempt Sponsor and the Company, jointly and severally, also agree to enforce any rights of Lender against Borrower or any other Person which may be obligated to Lender by virtue of this Agreement or any of the other Loan Documents, including any Obligor; or (v) any consultations regarding any Loan Documents or preparation thereof, or financing extended thereunder; then all such legal and accounting expenses, other reimburse you promptly for your reasonable costs and out-of-pocket expenses incurred in connection with any litigation (subject to Sections 11 and 20 hereof, other than litigation commenced by any Partnership, the Sponsor or the Company against you), administrative proceeding, investigation, inquiry, hearing or other formal or informal proceeding to which you may be called upon to give evidence, produce documents or take any other action arising out of Lender your acting as Dealer Manager or otherwise. Payment to you in reimbursement of your expenses (including Solicitation Expenses and Transaction Expenses (other than the Dealer Manager Fees) shall be charged to Borrower, shall be Obligations secured by all of the Collateral, shall be payable to Lender on demand, and shall bear interest from the date such demand is made until paid in full at the rate applicable to Revolver Loans promptly upon your request submitted from time to time. . If so requested, you will provide a monthly status report of your expenses including the fees and disbursements of your legal counsel. If this Agreement shall have been terminated pursuant to Sections 3(b), 13 or 18, the reimbursement for expenses (cincluding Solicitation Expenses and Transaction Expenses (other than the Dealer Manager Fees)) All incurred by you through the date of such withdrawal or termination shall be paid to you as soon as practicable after the date of such withdrawal or termination. Payment of the Dealer Manager Fees shall be fully earned by Lender when made on the Closing Date (as defined in Section 7 hereof). The obligation of the Company, the Partnerships and the Sponsor, as the case may be, to reimburse your expenses (including Transaction Expenses (other than the Dealer Manager Fees)) shall survive the expiration or termination of this Agreement and any cancellation or abandonment of the Consolidation prior to consummation of the Consolidation. Reimbursement of your expenses (including Transaction Expenses) shall be due and payable and, except as otherwise set forth herein at your option in immediately available funds or required by applicable law, shall not be subject to rebate, refund certified or proration. All Fees provided for official bank check in this Section 2.4 are and shall be deemed to be for compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of moneyNew York City Clearing House funds.