Common use of Fees and Reimbursement of Expenses Clause in Contracts

Fees and Reimbursement of Expenses. (a) 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 issue to Dealer Manager a warrant to purchase 35,000 shares of Common Stock of the 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 the Company, jointly and severally, agree to pay all (i) expenses of preparing the Offer Materials, (ii) appraisal, financial advisory and accounting fees and related expenses incurred in connection with the Consolidation, (iii) expenses incident to the qualification or registration of the Shares under securities laws in accordance with the terms of this Agreement, including filing fees of the 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, (iii) charges for printing of the Offer Materials, (iv) travel and entertainment expenses of any roadshow or other meetings related to marketing the Consolidation as reasonably approved by a Sponsor, (v) other 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 Consolidation (collectively, with the Dealer Manager Fees, the "Transaction Expenses"). Notwithstanding the foregoing, (i) in the event the Consolidation is consummated, but the merger of a Partnership is not approved by the requisite vote of the Partners of such Partnership, then the Sponsor shall solely bear and be responsible for all Transaction Expenses payable with respect to that portion of the Transaction Expenses attributable to such Partnership on the basis of its respective Exchange Value, and (ii) in the event the Consolidation is not consummated with respect to any 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) fees and expenses of the Information Agent in connection with the Consolidation and (iii) any direct marketing expenses such as telephone calls, broker-dealer fact sheets, legal 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, "Solicitation Expenses"). Notwithstanding the foregoing, (i) if the Consolidation is consummated with 100% Partnership Participation, all Solicitation Expenses will be payable by the Company and (ii) in the event the Consolidation is not consummated with respect to a Partnership, then the Company shall solely bear and be responsible for the Solicitation Expenses for such Partnership. (c) The Partnerships, the Sponsor and the Company, jointly and severally, also agree to reimburse you promptly for your reasonable 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 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 made 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 (including Solicitation Expenses and Transaction Expenses (other than the Dealer Manager Fees)) 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 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 at your option in immediately available funds or by certified or official bank check in New York City Clearing House funds.

Fees and Reimbursement of Expenses. (a) For its services hereunder, Borrower shall pay to Lender 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 issue to Dealer Manager a warrant to purchase 35,000 shares of Common Stock Fees set forth in Item 9(a) of the Company at a purchase price of $1.00 per share, which warrant Terms Schedule and shall be in substantially the form attached hereto a Exhibit A. The Partnerships, the Sponsor reimburse Lender for all reasonable costs and the Company, jointly and severally, agree to pay all (i) expenses of preparing the Offer Materials, (ii) appraisal, financial advisory and accounting fees and related expenses incurred in connection with the Consolidation, (iii) expenses incident to the qualification or registration examinations of Borrower’s Books and appraisals of the Shares under securities laws Collateral and such other matters as Lender shall deem reasonable and appropriate, as set forth in accordance with the terms of this Agreement, including filing fees Item 9(b) of the CommissionTerms Schedule. (b) If, the National Association at any time or times regardless of Securities Dealerswhether or not any Event of Default then exists, Inc. and applicable state governmental agencies and the fees and Lender incurs legal or accounting expenses of counsel in connection therewith and in connection with the preparation of a Blue Sky memorandum if necessary, (iii) charges for printing of the Offer Materials, (iv) travel and entertainment expenses of or any roadshow other costs or other meetings related to marketing the Consolidation as reasonably approved by a Sponsor, (v) other 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 Consolidation (collectivelyloan transaction described herein, with the Dealer Manager Fees, the "Transaction Expenses"). Notwithstanding the foregoing, including fees and expenses incurred in connection with: (i) in the event the Consolidation is consummated, but the merger negotiation and preparation of a Partnership is not approved by the requisite vote any amendment of or modification of this Agreement or any of the Partners of such Partnershipother Loan Documents or documents evidencing or otherwise relating to any workout, then the Sponsor shall solely bear and be responsible for all Transaction Expenses payable with respect to that portion of the Transaction Expenses attributable to such Partnership on the basis of its respective Exchange Value, and (ii) in the event the Consolidation is not consummated restructuring or forbearance with respect to any 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, Loan Documents or any Obligations; (ii) fees and expenses the administration of this Agreement or any of the Information Agent in connection with Loan Documents and the Consolidation transactions contemplated hereby and thereby; (iii) any direct marketing expenses 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 as telephone calls, broker-dealer fact sheets, legal and accounting expenses, other expenses related to the solicitation as well as reimbursements of reasonable costs incurred by brokers and banks in forwarding the Offer materials to Partners (collectively, "Solicitation Expenses"). Notwithstanding the foregoing, (i) if the Consolidation is consummated with 100% Partnership Participation, all Solicitation Expenses will be payable by the Company and (ii) in the event the Consolidation is not consummated with respect to a Partnership, then the Company shall solely bear and be responsible for the Solicitation Expenses for such Partnership. (c) The Partnerships, the Sponsor and the Company, jointly and severally, also agree to reimburse you promptly for your reasonable 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 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) 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 promptly upon your request submitted until paid in full at the rate applicable to Revolver Loans 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 . (including Solicitation Expenses and Transaction Expenses (other than the Dealer Manager Fees)c) 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 All Fees shall be 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 fully earned by Lender when due and payable at your option 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 immediately available funds 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 by certified any other charge for the use, forbearance or official bank check in New York City Clearing House fundsdetention of money.

Fees and Reimbursement of Expenses. (a) For its services hereunderBorrowers shall pay to the Administrative Agent such fees as set forth in the 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, 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"applicable). In additionOn the Closing Date, the Company Borrowers shall issue to Dealer Manager a warrant to purchase 35,000 shares of Common Stock of the Company at a purchase price of $1.00 per sharealso reimburse Administrative Agent, which warrant shall be in substantially the form attached hereto a Exhibit A. The Partnershipseach Lender and their respective Affiliates for their respective Lender Expenses, the Sponsor and the Companyincluding reasonable legal fees, jointly and severally, agree to pay all (i) expenses of preparing the Offer Materials, (ii) appraisal, financial advisory asset appraisal fees and accounting fees and related expenses fees, incurred in connection with the Consolidation, (iii) expenses incident to the qualification or registration consummation of the Shares under securities laws in accordance with the terms of this Agreement, including filing fees of the 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, (iii) charges for printing of the Offer Materials, (iv) travel and entertainment expenses of any roadshow or other meetings related to marketing the Consolidation as reasonably approved by a Sponsor, (v) other 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 Consolidation (collectively, with the Dealer Manager Fees, the "Transaction Expenses"). Notwithstanding the foregoing, (i) in the event the Consolidation is consummated, but the merger of a Partnership is not approved by the requisite vote of the Partners of such Partnership, then the Sponsor shall solely bear and be responsible for all Transaction Expenses payable with respect to that portion of the Transaction Expenses attributable to such Partnership on the basis of its respective Exchange Value, and (ii) in the event the Consolidation is not consummated with respect to any 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 transactions contemplated hereby. (b) The Partnerships, Borrowers shall reimburse Administrative Agent and each Lender for all Lender Expenses after the Sponsor and the Company, jointly and severally, agree to pay all (i) expenses of mailing the Offer Materials, (ii) fees and expenses of the Information Agent in connection with the Consolidation and (iii) any direct marketing expenses such as telephone calls, broker-dealer fact sheets, legal 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, "Solicitation Expenses"). Notwithstanding the foregoing, (i) if the Consolidation is consummated with 100% Partnership Participation, all Solicitation Expenses will be payable by the Company and (ii) in the event the Consolidation is not consummated with respect to a Partnership, then the Company shall solely bear and be responsible for the Solicitation Expenses for such PartnershipClosing Date on demand. (c) The Partnerships, the Sponsor and the Company, jointly and severally, also agree All fees to reimburse you promptly for your reasonable out-of-pocket expenses incurred be paid to Administrative Agent or any Lender under or in connection with any litigation (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; shall not be subject to Sections 11 rebate, refund or proration under any circumstances; are and 20 hereofshall be deemed to be for compensation for services; and are not, and shall not be deemed to be, interest or any other than litigation commenced 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 Partnershipof the Loan Documents, 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 obligations of 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 made 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 Borrowers under this Agreement shall have been terminated pursuant to Sections 3(b), 13 or 18, the reimbursement for expenses (including Solicitation Expenses and Transaction Expenses (other than the Dealer Manager Fees)) 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 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)) 2.6 shall survive the expiration or payment in full of the Obligations and termination of the Loan Documents. (d) Notwithstanding anything contained to the contrary in this Agreement and Agreement, in no event shall any cancellation Borrower be liable to reimburse Administrative Agent or abandonment 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 the Consolidation prior to consummation of the Consolidation. Reimbursement of your expenses (including Transaction Expenses) shall be due and payable at your option in immediately available funds or by certified or official bank check in New York City Clearing House fundsthis Agreement.

Fees and Reimbursement of Expenses. (a) For its services hereunder, Borrower shall pay to Lender 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 issue to Dealer Manager a warrant to purchase 35,000 shares of Common Stock Fees set forth in Item 9(a) of the Company at a purchase price of $1.00 per share, which warrant Terms Schedule and shall be in substantially the form attached hereto a Exhibit A. The Partnerships, the Sponsor reimburse Lender for all reasonable costs and the Company, jointly and severally, agree to pay all (i) expenses of preparing the Offer Materials, (ii) appraisal, financial advisory and accounting fees and related expenses incurred in connection with the Consolidation, (iii) expenses incident to the qualification or registration examinations of Borrower’s Books and appraisals of the Shares under securities laws Collateral and such other matters as Lender shall deem reasonable and appropriate, as set forth in accordance with the terms of this Agreement, including filing fees Item 9(b) of the CommissionTerms Schedule. (b) If, the National Association at any time or times regardless of Securities Dealerswhether or not any Event of Default then exists, Inc. and applicable state governmental agencies and the fees and Lender incurs reasonable legal or accounting expenses of counsel in connection therewith and or any other 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 a Blue Sky memorandum if necessaryany 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) charges for printing of 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 Offer MaterialsCollateral, this Agreement or any or the other Loan Documents or Borrower; or (iv) travel and entertainment expenses any attempt to enforce any rights of Lender against Borrower or any roadshow other Person which may be obligated to Lender by virtue of this Agreement or any of the other meetings related to marketing the Consolidation as reasonably approved by a SponsorLoan 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 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 Consolidation (collectively, with the Dealer Manager Fees, the "Transaction Expenses"). Notwithstanding the foregoing, (i) in the event the Consolidation is consummated, but the merger of a Partnership is not approved by the requisite vote of the Partners of such Partnership, then the Sponsor shall solely bear and be responsible for all Transaction Expenses payable with respect to that portion of the Transaction Expenses attributable to such Partnership on the basis of its respective Exchange Value, and (ii) in the event the Consolidation is not consummated with respect to any 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) fees costs and expenses of Lender shall be charged to Borrower, shall be Obligations secured by all of the Information Agent in connection with the Consolidation and (iii) any direct marketing expenses such as telephone callsCollateral, broker-dealer fact sheets, legal 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, "Solicitation Expenses"). Notwithstanding the foregoing, (i) if the Consolidation is consummated with 100% Partnership Participation, all Solicitation Expenses will shall be payable by to Lender on demand, and shall bear interest from the Company and (ii) date such demand is made until paid in full at the event the Consolidation is not consummated with respect rate applicable to a Partnership, then the Company shall solely bear and be responsible for the Solicitation Expenses for such PartnershipRevolver Loans from time to time. (c) The Partnerships, the Sponsor and the Company, jointly and severally, also agree to reimburse you promptly for your reasonable 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 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 made 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 (including Solicitation Expenses and Transaction Expenses (other than the Dealer Manager Fees)) 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 All Fees shall be 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 fully earned by Lender when due and payable at your option 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 immediately available funds this Section 2.4 are and shall be deemed to be compensation for services and are not, and shall not be deemed to be, interest or by certified any other charge for the use, forbearance or official bank check in New York City Clearing House fundsdetention of money.

Fees and Reimbursement of Expenses. (a) For its services hereunder, Borrowers shall pay to Lender 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 issue to Dealer Manager a warrant to purchase 35,000 shares of Common Stock Fees set forth in Item 9(a) of the Company at a purchase price of $1.00 per share, which warrant Terms Schedule and shall be in substantially the form attached hereto a Exhibit A. The Partnerships, the Sponsor reimburse Lender for all reasonable costs and the Company, jointly and severally, agree to pay all (i) expenses of preparing the Offer Materials, (ii) appraisal, financial advisory and accounting fees and related expenses incurred in connection with the Consolidation, (iii) expenses incident to the qualification or registration examinations of Borrowers’ Books and appraisals of the Shares under securities laws Collateral and such other matters as Lender shall deem reasonable and appropriate, as set forth in accordance with the terms of this Agreement, including filing fees Item 9(b) of the CommissionTerms Schedule. (b) If, the National Association at any time or times regardless of Securities Dealerswhether or not any Event of Default then exists, Inc. and applicable state governmental agencies and the fees and Lender incurs out-of-pocket legal or accounting expenses of counsel in connection therewith and or any other 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 a Blue Sky memorandum if necessaryany 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) charges for printing of 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 Offer MaterialsCollateral, this Agreement or any or the other Loan Documents or one or more Borrowers; or (iv) travel and entertainment expenses any attempt to enforce any rights of Lender against any roadshow Borrower or any other meetings related Person which may be obligated to marketing Lender by virtue of this Agreement or any of the Consolidation as reasonably approved by a Sponsorother 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 incurred of Lender shall be charged to Borrowers, shall be Obligations secured by you (other than any expense that may all of the Collateral, shall be deemed Solicitation Expenses as described below) payable to Lender on demand, and shall bear interest from the date such demand is made until paid in connection with your services pursuant full at the rate applicable to this Agreement or and (vi) other expenses incurred or authorized by any Partnership, the Sponsor, or the Company, in connection with the Consolidation (collectively, with the Dealer Manager Fees, the "Transaction Expenses")Revolver Loans from time to time. Notwithstanding the foregoing, (i) in the event the Consolidation is consummated, but the merger of a Partnership is Borrowers shall not approved by the requisite vote of the Partners of such Partnership, then the Sponsor shall solely bear and be responsible obligated to reimburse Lender for all Transaction Expenses payable with respect to that portion of the Transaction Expenses attributable to such Partnership on the basis of its respective Exchange Value, and (ii) in the event the Consolidation is not consummated with respect to any 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) fees costs and expenses of the Information Agent incurred in connection with the Consolidation and (iii) any direct marketing expenses such as telephone callsactions by Lender which a court of competent jurisdiction determines in a valid, brokerfinal, non-dealer fact sheets, legal and other expenses related appealable judgment to the solicitation as well as reimbursements constitute gross negligence or willful misconduct of costs incurred by brokers and banks in forwarding the Offer materials to Partners (collectively, "Solicitation Expenses"). Notwithstanding the foregoing, (i) if the Consolidation is consummated with 100% Partnership Participation, all Solicitation Expenses will be payable by the Company and (ii) in the event the Consolidation is not consummated with respect to a Partnership, then the Company shall solely bear and be responsible for the Solicitation Expenses for such PartnershipLender. (c) The Partnerships, the Sponsor and the Company, jointly and severally, also agree to reimburse you promptly for your reasonable 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 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 made 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 (including Solicitation Expenses and Transaction Expenses (other than the Dealer Manager Fees)) 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 All Fees shall be 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 fully earned by Lender when due and payable at your option 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 immediately available funds 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 by certified any other charge for the use, forbearance or official bank check in New York City Clearing House fundsdetention of money.

Fees and Reimbursement of Expenses. (a) For its services hereunder, the Partnerships, the Sponsor and the Company, jointly and severally, agree to pay Dealer Manager as a dealer manager fee equal to $80,000 125,000 ("Dealer Manager Fee"). In addition, the Company shall issue to Dealer Manager a warrant to purchase 35,000 shares of Common Stock of the 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 the Company, jointly and severally, agree to pay all (i) expenses of preparing the Offer Materials, (ii) appraisal, financial advisory and accounting fees and related expenses incurred in connection with the Consolidation, (iii) expenses incident to the qualification or registration of the Shares under securities laws in accordance with the terms of this Agreement, including filing fees of the 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, (iii) charges for printing of the Offer Materials, (iv) travel and entertainment expenses of any roadshow or other meetings related to marketing incurred in connection with the Consolidation as reasonably approved by a Sponsor, (v) other 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 Consolidation (collectively, with the Dealer Manager Fees, the "Transaction Expenses"). Notwithstanding the foregoing, (i) in the event the Consolidation is consummated, but the merger of a Partnership is not approved by the requisite vote of the Partners of such Partnership, then the Sponsor shall solely bear and be responsible for all Transaction Expenses payable with respect to that portion of the Transaction Expenses attributable to such Partnership on the basis of its respective Exchange Value, and (ii) in the event the Consolidation is not consummated with respect to any 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) fees and expenses of the Information Agent in connection with the Consolidation and (iii) any direct marketing expenses such as telephone calls, broker-dealer fact sheets, legal and other expenses related to the solicitation as well as reimbursements of costs incurred by brokers and banks in forwarding the Offer materials Materials to Partners (collectively, "Solicitation Expenses"). Notwithstanding the foregoing, (i) if the Consolidation is consummated with 100% Partnership Participation, all Solicitation Expenses will be payable by the Company and (ii) in the event the Consolidation is not consummated with respect to a Partnership, then the Company Sponsor shall solely bear and be responsible for the Solicitation Expenses for such Partnership. (c) The Partnerships, the Sponsor and the Company, jointly and severally, also agree to reimburse you promptly for your reasonable out-of-pocket expenses incurred in connection with any litigation (subject to Sections 11 10 and 20 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 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 made 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 12 or 1817, the reimbursement for expenses (including Solicitation Expenses and Transaction Expenses (other than the Dealer Manager Fees)) 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 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 at your option in immediately available funds or by certified or official bank check in New York City Clearing House fundscheck.