TCN absolutely and unconditionally agrees to pay to ADH, on demand by ADH at any time and as often as the occasion therefore may require, whether or not all or any of the transactions contemplated by this Agreement are consummated: all reasonable fees and disbursements of legal counsel engaged by ADH in connection with the preparation, negotiation, execution, delivery, administration or enforcement of this Agreement, the TCN Documents, the Transaction Documents or the CCC Legend Removal any agreements or documents delivered in connection with the transactions contemplated hereby and thereby and reasonable expenses which shall at any time be incurred or sustained by ADH or any of its directors, officers, employees or agents as a consequence or in any way in connection with the preparation, negotiation, execution, delivery, administration or enforcement of this Agreement, the TCN Documents, the Transaction Documents or the CCC Legend Removal and any agreements prepared, negotiated, executed or delivered in connection with the transactions contemplated hereby (collectively, the “ Settlement Costs ” ), such Settlement Costs to be recorded by ADH at any time and as often as the occasion may require on the Grid Note, each such recording to evidence an advance under the Grid Note.