Attorney’s Fees. If any dispute arises between the Parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

Attorney’s Fees. If, following a Change in Control, the Company fails to comply with any of its obligations under the Plan or the Company takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant (or spouse or beneficiary, as the case may be) the payments and benefits intended to be provided, then such Participant (or beneficiary, as the case may be) shall be entitled to retain counsel of his or her choice at the expense of the Company to represent such Participant (or beneficiary, as the case may be) in connection with the good faith initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company or any successor thereto in any jurisdiction.

Each Guarantor acknowledges receipt of a copy of each of this Agreement and the Other Documents. Each Guarantor has made an independent investigation of Loan Parties and of the financial condition of Loan Parties. Neither Agent nor any Lender has made, Agent and Lenders do not hereby make, any representations or warranties as to the income, expense, operation, finances or any other matter or thing affecting any Loan Party nor has Agent or any Lender made any representations or warranties as to the amount or nature of the Obligations of any Loan Party to which this Section 15 applies as specifically herein set forth, nor has Agent or any Lender or any officer, agent or employee of Agent or any Lender or any representative thereof, made any other oral representations, agreements or commitments of any kind or nature, and each Guarantor hereby expressly acknowledges that no such representations or warranties have been made and such Guarantor expressly disclaims reliance on any such representations or warranties.

Guarantor’s Representations and Warranties. Guarantor represents, warrants and covenants to and with Lender that:

Attorney’s Fees. The prevailing party in any legal or arbitration proceeding arising out of this Lease shall be entitled to all reasonable expenses incurred in an action arising out of this Lease, including reasonable attorney’s fees.

Borrower’s and Guarantor’s Attorney’s Opinion. An opinion of one or more counsel for the Obligors satisfactory to Administrative Agent.

Borrower’s and Guarantor’s Attorney’s Opinion. An opinion of one or more counsel for the Borrower and Guarantor satisfactory to Administrative Agent.

Each Guarantor represents and warrants that it will directly benefit from the Lenders’ making the Credit Extensions and other financial accommodations to Borrower.

Attorney’s Fees. If Purchaser or Seller brings an action at law or equity against the other in order to enforce the provisions of this Agreement or as a result of an alleged default under this Agreement, the prevailing party in such action shall be entitled to recover court costs and reasonable attorney’s fees (at all levels of trial and appeal, and including the determination of court costs and reasonable attorney’s fees) actually incurred from the other.

Borrower’s and Guarantor’s Representations and Warranties. Each of Borrower and Guarantor hereby reaffirms all of their respective representations and warranties set forth in the Loan Documents, excluding the representations in [Sections 1.08C(4) and (6)])] of the Security Instrument and [Sections 7(e) and (j)] of the Assignment (as defined in the Security Instrument) to the extent there are defaults by tenants under leases due to non-payment of rent resulting from the COVID‑19 pandemic, and excluding the representations in [Section 1.08C(9)] of the Security Instrument and [Section 7(n)] of the Assignment to the extent Borrower is not required by the terms of the Loan Documents to disclose to Lender certain amendments of or modifications to leases, and further represents and warrants that # Borrower is the sole legal and beneficial owner of the Property; # each of Borrower and Guarantor has the full power and authority # to execute and deliver this Agreement and # to perform its obligations hereunder; # Borrower’s and Guarantor’s execution, delivery, and performance of this Agreement has been duly and validly authorized by all necessary action on the part of Borrower and Guarantor; # this Agreement has been duly and validly executed and delivered by Borrower and Guarantor and constitutes the legal, valid, and binding obligations of Borrower and Guarantor, enforceable in accordance with their respective terms; # no authorization, consent, approval, license, exemption, or other action by, and no registration, qualification, designation, declaration or filing with, any Person not a party hereto is or will be necessary in connection with the execution and delivery by Borrower and Guarantor of this Agreement or, to the extent necessary, have been obtained prior to the date hereof; # the execution and delivery of this Agreement does not contravene, result in a breach of, or constitute a default under, any mortgage, loan agreement, indenture or other contract or agreement to which Borrower or Guarantor is a party or by which Borrower or Guarantor or any of Borrower’s or Guarantor’s properties may be bound; # there exists no default under the Note or any other Loan Document (it being agreed that the failure to pay the Deferred Debt Service as originally required under the Loan Documents does not constitute an Event of Default so long as Borrower and Guarantor comply with the terms of this Agreement); # there are no offsets, claims, counterclaims, cross-claims or defenses with respect to the Obligations; and # the Loan Documents and this Agreement are fully enforceable by their terms. Each of Borrower and Guarantor further represent and warrant that there is no suit, judicial or administrative action, claim, investigation, inquiry, proceeding or demand pending (or, to Borrower’s and Guarantor’s knowledge, threatened) # against Borrower or Guarantor or against any other person liable directly or indirectly for the Obligations which may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of Borrower or Guarantor, or in the ability of Borrower to pay or otherwise perform the Obligations, or # which affects the Property or Borrower’s title to the Property, or # which affects the validity, enforceability or priority of any of the Loan Documents. It shall be an Event of Default under the Loan Documents if any representation or warranty made by Borrower or Guarantor herein proves to be untrue or inaccurate in any respect.