Class Counsel will submit to the Court its Fee and Expense Application seeking not more than attorneys’ fees of Twenty Seven Million Dollars ($27,000,000.00) and expenses of not more than One Million Dollars ($1,000,000.00), for a total award of not more than Twenty Eight Million Dollars ($28,000,000.00), to be paid from the Common Fund. Defendants agree not to object to the Fee and Expense Application seeking payment of not more than the foregoing amounts. In the event that Class Counsel requests that the Court award, or the Court awards, attorneys’ fees and expenses in an amount greater than Twenty Eight Million Dollars ($28,000,000.00), Defendants may terminate this Settlement Agreement. In no event shall Defendants have any obligation to pay more than Twenty Eight Million Dollars ($28,000,000.00) for attorneys’ fees and expenses.

ATTORNEYS' FEES; EXPENSES. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and legal expenses, incurred in connection with the enforcement of this. Note, the Aircraft Security Agreement, or the Related Documents. Lender may hire or pay someone else to help enforce this Note, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court.

Expenses and Attorneys’ Fees. Upon notice from the Bank, Borrower will, within a commercially reasonable amount of time, reimburse Bank and any purchaser of some or all of the obligations of Borrower under the Note (the "Purchaser") for all attorneys' fees and all other costs, fees, taxes and out-of-pocket disbursements incurred by Bank or any Purchaser in connection with the preparation, execution, delivery, administration, defense and enforcement of the Agreement or any of the other Loan Documents (defined below), including attorneys' fees and all other costs, taxes and fees # incurred before or after commencement of litigation or at trial, on appeal or in any other proceeding, # incurred in any bankruptcy proceeding, # assessing and responding to any subpoena, garnishment or similar process served on Bank relating to Borrower, any Collateral, any guarantor, the Loan Documents or the extension of credit evidenced thereby, and # related to any waivers or amendments with respect thereto. Examples of such costs, taxes and fees include but are not limited to fees, taxes and costs for filing, perfecting or confirming the priority of Bank's lien, title searches, title insurance, documentary or filing taxes and fees, appraisals, environmental audits and other reviews related to Borrower, any Collateral, any guarantor, the Loan Documents or the advances evidenced thereby, if requested by Bank. Borrower will also reimburse Bank and any Purchaser for all costs of collection, including all attorneys' fees, before and after judgment, and the costs of preservation and/or liquidation of any Collateral.

Attorneys’ Fees and Expenses. Each prevailing Person in any arbitration proceeding described in this Paragraph 21 will be entitled to recover from any non-prevailing Person(s) its reasonable costs and attorneys’ fees in addition to any damages or other remedies awarded to such prevailing Person. As part of any Final Arbitration Award, the arbitrator may designate the prevailing Person(s) for purposes of this Paragraph 21.

Expenses and Attorneys' Fees. Upon demand, Borrower will immediately reimburse Bank and any purchaser of some or all of the obligations of Borrower under the Note (the "Purchaser") for all reasonable attorneys' fees and all other costs, fees, taxes and out- of-pocket disbursements incurred by Bank or any Purchaser in connection with the preparation, execution, delivery, administration, defense and enforcement of this Agreement or any of the other Loan Documents (defined below), including reasonable attorneys' fees and all other costs, taxes and fees # incurred before or after commencement of litigation or at trial, on appeal or in any other proceeding, # incurred in any bankruptcy proceeding, # assessing and responding to any subpoena, garnishment or similar process served on Bank relating to Borrower, any collateral, any guarantor, the Loan Documents or the extension of credit evidenced thereby, and # related to any waivers or amendments with respect thereto. Examples of such costs, taxes and fees include but are not limited to fees, taxes and costs for filing, perfecting or confirming the priority of Bank's lien, title searches, title insurance, documentary, intangibles or filing taxes and fees, appraisals, environmental audits and other reviews related to Borrower, any collateral, any guarantor, the Loan Documents or the advances evidenced thereby, if requested by Bank. Borrower will also reimburse Bank and any Purchaser for all costs of collection, including all reasonable attorneys' fees, before and after judgment, and the costs of preservation and/or liquidation of any collateral.

Class Counsel may submit an application or applications (the “Fee and Expense Application”) for distributions to Class Counsel and liaison counsel from the Settlement Fund for: # an award of attorneys’ fees; plus # reimbursement of actual costs and expenses, including experts and consultants, incurred in connection with prosecuting the Action plus any interest on such attorneys’ fees, costs and expenses at the same rate and for the same periods as earned by the Gross Settlement Fund (until paid) as may be awarded by the Court. Class Counsel reserves the right to make additional applications for fees and expenses incurred, if necessary.

Attorneys’ Fees and Expenses. If Lender retains the services of counsel by reason of a claim of a default or an Event of Default hereunder or under any of the other Loan Documents, or on account of any matter involving this Note, or for examination of matters subject to Lender’s approval under the Loan Documents, all costs of suit and all reasonable attorneys’ fees and such other reasonable expenses so incurred by Lender shall be paid by Borrower, on demand, and shall be deemed part of the obligations evidenced hereby. Notwithstanding the above, whenever the term “reasonable attorneys’ fees” is used herein or in any other Loan Documents, it shall mean attorneys’ fees and expenses actually incurred by Lender at its counsels’ standard hourly rates, notwithstanding any statutory presumption to the contrary.

Attorneys’ Fees and Expenses. Each prevailing Person in any arbitration proceeding described in this Paragraph 20 will be entitled to recover from any non-prevailing Person(s) its reasonable costs and attorneys’ fees in addition to any damages or other remedies awarded to such prevailing Person. As part of any Final Arbitration Award, the arbitrator may designate the prevailing Person(s) for purposes of this Paragraph 20.

Attorneys’ Fees and Expenses. Each prevailing Person in any arbitration proceeding described in this Paragraph 20 will be entitled to recover from any non-prevailing Person(s) its reasonable costs and attorneys’ fees in addition to any damages or other remedies awarded to such prevailing Person. As part of any Final Arbitration Award, the arbitrator may designate the prevailing Person(s) for purposes of this Paragraph 20.

COSTS, EXPENSES AND ATTORNEYS' FEES. Debtor shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissible), expended or incurred by Bank in connection with # the perfection and preservation of the Collateral or Bank's interest therein, and # the realization, enforcement and exercise of any right, power, privilege or remedy conferred by this Agreement, whether or not suit is brought or foreclosure is commenced, and where suit is brought, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Debtor or in any way affecting any of the Collateral or Bank's ability to exercise any of its rights or remedies with respect thereto. Subject to any restrictions under applicable law pertaining to usury, all of the foregoing shall be paid by Debtor with interest from the date of demand until paid in full at a rate per annum equal to the greater of ten percent (10%) or Bank’s Prime Rate in effect from time to time. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys’ fees shall not exceed the amount permitted by law.