This letter may be executed in any number of counterparts, each of which shall be an original and all of which shall together form one and the same agreement.

Other than as provided in this Agreement, each of the parties will bear its own costs related to the business relationship contemplated herein, including the fees and expenses of its advisors, attorneys and accountants. The prevailing party in any legal action brought by one party against the other arising out of this Agreement will be entitled, in addition to any other rights it may have, to reimbursement of its reasonable costs and expenses associated with such legal action, including court costs, arbitration costs and reasonable attorneys’ fees.

Costs and Attorneys’ Fees. The Parties agree that in the event of a material breach of any provision of this Agreement, the arbitrator may, under the proceedings described in paragraph 20 below, award the non-breaching party all costs and attorneys’ fees incurred in conjunction with enforcement of this Agreement, to the extent permitted by law.

Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Co-Borrowers and Bank arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled.

Payment of Costs and Fees. The Borrower shall pay to the Administrative Agent all reasonable costs, out-of-pocket expenses, and fees and charges of every kind in connection with the preparation, negotiation, execution and delivery of this Agreement and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and expenses of any attorneys retained by the Administrative Agent).

Costs, Expenses and Legal Fees. Whether or not the transactions contemplated hereby are consummated, each party hereto shall bear its own costs and expenses (including attorneys’ fees), except as set forth in the Escrow Agreement.

FEES, COSTS AND EXPENSES; INDEMNIFICATION. The [[Organization A:Organization]] will pay to [[Organization B:Organization]] upon demand all fees, costs and expenses (including EXIM Bank Expenses, fees of attorneys and professionals and their costs and expenses) that [[Organization B:Organization]] incurs or may from time to time impose in connection with any of the following: # preparing, negotiating, administering, and enforcing this Agreement or any other agreement executed in connection herewith, including any amendments, waivers or consents in connection with any of the foregoing, # any litigation or dispute (whether instituted by [[Organization B:Organization]], [[Organization A:Organization]] or any other person) in any way relating to the Receivables, the Collateral, this Agreement or any other agreement executed in connection herewith or therewith, # enforcing any rights against [[Organization A:Organization]] or any guarantor, or any Account Debtor, # protecting or enforcing its interest in the Receivables or the Collateral, # collecting the Receivables and the Obligations, or # the representation of [[Organization B:Organization]] in connection with any bankruptcy case or insolvency proceeding involving [[Organization A:Organization]], any Receivable, the Collateral, any Account Debtor, or any guarantor. [[Organization A:Organization]] shall indemnify and hold [[Organization B:Organization]] harmless from and against any and all claims, actions, damages, costs, expenses, and liabilities of any nature whatsoever arising in connection with any of the foregoing.

Secondary Market Fees and Costs. All costs and expenses incurred by ​ and Guarantors and ​ in connection with [Section 10.1] (including, without limitation, the fees and expenses of the Rating Agencies) shall be paid by ​; provided, however, in no event shall the costs and expenses incurred by ​ in connection with its performance under this [Section 10.1] exceed $10,000.00.

Costs, Expenses and Attorneys’ Fees. Loan Parties agree to pay or reimburse Agent, Lenders or their Affiliates on demand for all their reasonable, documented and out-of-pocket costs, fees and expenses paid or incurred by Agent or any Lender in connection with the preparation, negotiation, and execution of this First Amendment, including, without limitation, the reasonable fees and expenses of Agent’s and each Lender’s counsel.

Costs. The “prevailing” Party, as determined by the arbitrators, shall be entitled to # its share of fees and expenses of the arbitrators and # its attorneys’ fees and associated costs and expenses. In determining which Party “prevailed,” the arbitrators shall consider # the significance, including the financial impact, of the claims prevailed upon and # the scope of claims prevailed upon, in comparison to the total scope of the claims at issue. If the arbitrators determine that, given the scope of the arbitration, neither Party “prevailed,” the arbitrators shall order that the Parties # share equally the fees and expenses of the arbitrators and # bear their own attorneys’ fees and associated costs and expenses.