Enforcement Costs. In any legal action or other proceeding relating to this Agreement and the transaction contemplated hereby or if the enforcement of any provision of this Agreement is brought by any party against the other party, the prevailing party in such action or proceeding shall be entitled to recover all reasonable expenses relating thereto (including reasonable attorneys’ fees and expenses, court costs and expenses incident to arbitration, appellate and post-judgment proceedings) from the party against which such action or proceeding is brought, in addition to any other relief to which such prevailing party may be entitled.

Transaction Costs. The Company covenants and agrees that, as a condition of the Lender’s willingness to enter into the Exchange, the Company shall pay the Transaction Costs, as more particularly set forth in Section 1.1.3 of this Agreement.

Transaction Costs. The Borrowers shall have paid or reimbursed the Agent and the Lender for all title insurance premiums, recording and filing fees, costs of environmental reports, Physical Conditions Reports, appraisals and other reports, broker fees, the fees and costs of the Agent’s and the Lender’s counsel and all other third-party expenses incurred in connection with the origination of the Loan.

Closing Costs. Closing costs shall be allocated and paid as follows:

Leasing Costs. ​ agrees to pay or discharge at or prior to Closing, or, at ​’s option, to credit ​ as of Closing an amount equal to (in which case ​ shall assume the obligation to pay or discharge same), all leasing commissions, costs for tenant improvements, lease buyout costs, moving allowances, design allowances, legal fees and other costs, expenses and allowances incurred in order to induce a tenant to enter into a Lease or Lease renewal or extension or to induce a licensee to enter into a License Agreement (collectively, “Leasing Costs”) that are due and payable with respect to # Leases and License Agreements in force as of or prior to the Effective Date and # the Sappi Amendment (as defined on [Schedule 3] attached hereto) and the Pactiv Amendments (as defined on [Schedule 3] attached hereto); provided, however, that ​ shall have no obligation to pay or credit ​ for, and as of Closing ​ shall assume the obligation to pay, all Leasing Costs payable with respect to any option to renew or option to expand that has not been exercised prior to the Effective Date, which obligation shall survive the Closing. Additionally, as of Closing, ​ shall assume ​’s obligations (without credit from ​) for # Leasing Costs that are due and payable after the Closing with respect to a tenant’s exercise, after the Effective Date, of any extension right, expansion right, right of first offer or right of first refusal contained in such tenant’s Lease or License Agreements that is in place on the Effective Date and # Leasing Costs incurred with respect to Leases and Lease renewals and extensions and License Agreements and License Agreement renewals and extensions executed subsequent to the Effective Date, including, without limitation, the L&P Amendment (as defined on [Schedule 3] attached hereto).

Closing Costs. Closing costs shall be allocated between ​ and ​ in accordance with Section 1.2.

Except as provided below in this Clause, the Borrower must pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of:

ENFORCEMENT COSTS. Should either party employ attorneys to enforce any of the provisions hereof (including the pursuit of specific performance), the party against whom any final judgment is entered agrees to pay the prevailing party all reasonable attorneys' fees, court costs and legal expenses incurred in connection therewith.

Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

Notwithstanding any other provision of this plan, excess contributions, plus any income and minus any loss allocable thereto, shall be distributed no later than the last day of each plan year to participants to whose accounts such excess contributions were allocated for the preceding plan year, except to the extent such excess contributions are classified as catch-up contributions. If such excess amounts (other than catch-up contributions) are distributed more than 2½ months after the last day of the plan year in which such excess amounts arose, a 10% excise tax will be imposed on the employer maintaining the plan with respect to such amounts. Notwithstanding the preceding, the excise tax will not be imposed if the distribution is made within 6 months after the last day of such plan year if the plan is an eligible automatic contribution arrangement within the meaning of Code section 414(w) that covers all eligible nonhighly compensated employees and highly compensated employees for the entire portion of the plan year for which they are eligible and provides the notice described in [Section 5.5(f)(4)] even after an affirmative deferral election has been made. Excess contributions shall be allocated to the highly compensated employees with the largest amounts of contributions taken into account in calculating the ADP test for the plan year in which the excess arose, beginning with the highly compensated employee with the largest amount of such contributions and continuing in descending order until all of the excess contributions have been allocated. To the extent a highly compensated employee has not reached his catch-up contribution limit under the plan, excess contributions allocated to such highly compensated employee shall be recognized as catch-up contributions and will not be treated as excess contributions.