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PENNICHUCK EAST UTILITY, ENC.
FINANCIAL COVENANT CERTIFICATE

For fiscal year ending on

The undersigned hereby certifies to COBANK, ACB that set forth betow are: ({} the financial ratios that
the Company was required to achieve for the fiscal year end covered by this Certificate, and (2) the
actual results achieved by the Company:

RATIO Required Achieved

Debt Service Coverage Ratio: 1.25 to 1.00
* net income (after taxes and after eliminating any

gain or loss on sale of assets or other

extraordinary gain or loss): $

plus depreciation expense: $_

plus amortization expense: $

plus interest expense: $

minus non-cash income from subsidiaries and/or

joint ventures: ($ )

® divided by the sum of: all principal payments due
within the period on all Long-Term Debt

$ plus interest expense: $ _

eo # @ @¢

Ratio of Total Debt to Total Capitalization: Not greater
¢ Total Debt atendofyear: $ than.65 to
e Net Worthatend of year: $ 1.00

All of the above ratios were calculated in accordance with the terms of the Master Loan Agreement.
PENNICHUCK EAST UTILITY, INC.

By:

Its: Chief Financial Officer

RFPO718-022322
CTV Management Notes

Community Media Services Group

Financials (2022-23): Proposal A $145,000

Proposal B $100,200 Proposal C $165,000

Proposal D $120,200

Above is year 1 pricing, years 2 & 3 a minimum of 5% increase is requested.
Qualifications:

¢ Staff o Project Manager — >25 years experience in managements/operations PEG station.
Board Member/President of NH Coalition for Community Media.

o Creative Director - 16 years experience as a photographer/videographer. Currently part
time employee
o Technical Director — 5 years experience editing and switching for us; currently part time

employee

Studio Management:
* Equipment Operations, Training & Inventory Management
¢ Expanded studio hours for public use

¢ Bulletin Board: would like to expand to include more non-profits and add employment section
for local business recruitment.

¢ Digitizing online forms: sign out sheets, producer registration forms, inventory list of
equipment

Original Content Programming:
* Increase programming with non-profits, businesses and social organizations
* Revitalizing “NH Cares” with a new host

* Increase field productions to include Memorial Day, July 4", Summer Fun, Arts Walk, Veterans
Day, Holiday Stroll, and more

Transition Plan:
If CMSG does not continue as the channel manager they are willing to continue operations for up to

3 months at $11,500/month for a transition period. Initiatives to Promote Viewership: o Producer
“hang outs” to provide forum for producers to share and discuss challenges/solutions.
o Weekly news show to expand as it becomes more organized. Potentially look to
Friends of Access Nashua to help with funding
o Access Nashua Advisory Board - revitalize with quarterly feedback and use them to
fulfill a Board of Directors requirement.

o Fundraising: encourage Friends of Access Nashua to apply for grants on our behalf o

NH Coalition for Community Media partnership to maintain producer support programs

3/10/22

Loan No. RX0848

FIRST AMENDMENT TO
MASTER LOAN AGREEMENT

THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT (this “Agreement”) is entered
into as of April 25, 2018, between PENNICHUCK EAST UTILITY INC. a New Hampshire corporation (the
“Company”), and CoBANK, ACB, a federally chartered instrumentality of the United States (“CoBank”).

BACKGROUND

CoBank and the Company are partics to a Master Loan Agreement dated as of February 9, 2010 (the
“Master Loan Agreement”). The partics now desire to amend the Master Loan Agreement.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and CoBank agree as follows:

SECTION 1, Definitions. Capitalized terms used herein and not defined herein shall have the
meanings given to those terms in the Master Loan Agreement.

SECTION 2. Amendment to Debt Service Coverage Ratio. The first sentence of Section 7.01 of
the Master Loan Agrecmont is hereby amended and restated to read as follows:

The Company shall have for each fiscal year of the Company, a Debt
Service Coverage Ratio of not less than 1.0 to 1.00.

SECTION 3. Representations and Warranties. To induce CoBank to enter into this Amendment,
the Company represents and warrants that: (A) no consent, permission, authorization, order or license of any
governmental authority or of any party lo any agreement to which the Company is a party or by which it or any
of its property may be bound or affected, is necessary in connection with the execution, delivery, performance
or enforcement of this Amendment; (B) the Company is in compliance with all of the terms of the Loan
Documents, and no Default or Event of Default exists; and (C) this Amendment has been duly authorized,
executed and delivered by the Company, and creates legal, valid, and binding obligations of the Company
which are enforceable in accordance with their terms, except to the extent that enforceability may be limited by
applicable bankruptcy, insolvency or similar Laws affecting the rights of creditors generally.

SECTION 4. Confirmation, Except as amended hereby, (he Master Loan Agreement shall remain
in full force and effect as written.

SECTION 5. Counterparts and Electronic Delivery. This Amendment may be executed in
counterparts (and by different parties in different counterparts), each of which shall constitute an original, and
all of which when taken together shall constitute a single agreement. In addition, this Amendment may be

delivered by electronic means.

(Signature Page(s) Follow)

48328314 |

IN WITNESS WHEREOF, tho parties have couscd this Amendment to be cxecuted by their duly
authorized officers as of the date shown above,

PENNICHUCK EAST UTILATY INC,

By:
La , Goodhuc

Title: Chief kxecutive Officer

{First Amendment to Master Loan Agreement)

Active/48928314.)

Attachment C

GUARANTEE OF PAYMENT
(CONTINUING)

THIS GUARANTEE OF PAYMENT (this “Guaranty") is executed as of February 9, 2010, by
PENNICHUCK CORPORATION, a New Hampshire corporalion (hereinafter referred to as the
"Guarantor"), in favor COBANK, ACB (hereinafter referred to as "CoBank”).

BACKGROUND

Pennichuck East Utility, [nc. (the "Company") has obtained or may desire at some point in time
and/or from time to time to obtain loans, advances and other financial accommodations from CoBank.
Owing to Company's financial condition and/or other factors, CoBank is not willing to extend or continue to
extend credit to the Company without the guaranty of the Guarantor. Having a financial interest in the
Company and expecting to benefit from such credit, the Guarantor is willing to furnish that guaranty.

NOW, THEREFORE, in order to induce CoBank to extend credit to the Company and for good
and valuable other consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantor agrees as foltows:

SECTION f. Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to
CoBank the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all!
indebtedness, obligations and liabilities of the Company to CoBank, whether now existing or hereafter
incurred, including, but not limited to, those under or arising out of or in connection with any loans,
advances, acceptances, letters of credit, indemnilies, foreign exchange contracts or any other kind of
contract or agreement under which the Company may de indebted to CoBank in any manner, whether for
principal, interest, fees, surcharges, expenses or otherwise. For ease of reference: (i) all such indebtedness,
obligations and liabilities shall hereinafter be collectively referred to as the "Guaranteed Obligations”: and
(ii) all instruments, documents and agreements evidencing or relating to the Guaranteed Obligations
{including all loan agreements, promissory notes, reimbursement agreements, security agreements,
mortgages and deeds of trust) shall hereinafter collectively be referred to as the “Loan Documents." Without
limiting the foregoing, the Loan Documents shall include (but shall not be limited to) the: (1) Master Loan
Agreement dated as of February 9, 2010, between the Company and CoBank (as amended or restated trom
lime to time, the “MLA”), (2) Promissory Note and Supplement dated as of February 9, 2010, between the
Company and CoBank and numbered RXO848T1; (3) Promissory Note and Supplement dated as of
February 9, 2010, between the Company and CoBank and numbered RX0848T2; (4) all future Promissory
Notes and Supplements issued under the Master Loan Agreement; (5) the ISDA 2002 Mastcr Agreement
dated as of February 9, 2010, between the Company and CoBank, and all schedules executed at any time in
connection therewith; and (6) all amendments to and restatements of each of the foregoing.

SECTION 2. Guaranty of Payment; Waiver of Defenses, Etc. This Guaranty is a guarantee of
payment and not of collection. ‘The Guarantor acknowledges and agrees that this Guaranty is an absolute
and independent obligation of the Guarantor, and therefore waives any right to require that any action be
brought against the Company, another guarantor or any other person or entity which is liable for all or any
part of the Guaranteed Obligations, or to require that resort be had at any time to any security for the
Guaranteed Obligations or to any right of setoff or similar right. The Guarantor’s obligations hereunder
shall be payable on demand and shall! be absolute and unconditional irrespective of (and the Guarantor
hereby expressly waives any defense or claim of discharge based on): (i) the alteration or modification from
time to time (whether material or othenvise) of the Guaranteed Obligations, including the date, time, and
place of payment, an increase or decrease in the rate or rates of interest accruing on the Guaranteed
Obligations, the period during which the Guaranteed Obligations may be made, the amount of the
Guaranteed Obligations or otherwise; (ii) the waiver by CoBank of the Company's compliance with any of

the terms and conditions of the Loan Documents; (iii) the forbearance by CoBank from exercising any right
or remedy it may have under the Loan Documents or under law; (iv) any inability, failure, neglect or
omission to obtain, perfect, maintain, enforce, or realize upon any collateral for the Guaranteed Obligations,
or lo pursue or obtain any deficiency judgment against the Company following any foreclosure of any
security interest, mortgage or deed of trust; (v) the Joss or impairment of any collateral, the subordination or
release of CoBank’s lien thereon, or the sale, pledge, surrender, exchange or substitution of any collateral;
(vi) CoBank rcleasing, waiving, discharging, or modifying the obligations of onc or more other guarantors
(whether a party hereto or to a separate agreement with CoBank), (vii) the acceptance by CoBank of any
partial payment on the Guaranteed Obligations or any collateral therefor, or CoBank settling, subordinating,
compromising, discharging, or releasing the Guaranteed Obligations or any collateral therefor, (viii) the
enforceability of the Loan Documents; (ix) any defenses or counterclaims assertable by the Company,
including any defense or counterclaim based on failure of consideration, fraud, statute of frauds,
bankruptcy, statute of limitations, lender fiability, and accord and satisfaction; (x) any setoff, counterclaim,
recoupment or similar right assertable by the Company, the Guarantor, or other guarantor (whether a party
hereto or to a separate guarantee); or (xi) any other circumstance which constitutes a legal or equitable
discharge of a guarantor or surety. This Guaranty shall continue in full force and effect until five business
days after written notice of termination shall have been received by CoBank. Notwithstanding the
foregoing, such notice of termination shall not be effective as to any Guaranteed Obligations: (1) existing
prior to the effective date of termination; (2) arising thereafter pursuant to any commitment to extend credit
entered into prior to the effective date of such notice (regardless of whether CoBank has or from time to
time acquires a right to suspend or terminate such commitment owing to the occurrence of a default or
otherwise); (3) any extensions, renewals, or refinancings of any Guaranteed Obligations referred to in (1) or
(2) above made before or after the effective date of termination; and (4) interest, fees, expenses, and other
Guaranteed Obligations relating to any of the foregoing. In addition, no such notice of termination shall in
any manner impair or alter CoBank's rights or obligations hereunder with respect to such Guaranteed
Obligations (inctuding under Sections 2 and 5 hereof) or affect or impair the obligations of any other
guarantor (whether a party hereto or to a separate guarantee).

SECTION 3. Subordination and Subrogation. The Guarantor hereby agrees that all
indebtedness and other obligations of the Company (now existing or hereafter incurred) to the Guarantor are
and shall be subordinated in right of payment to the prior payment in full by the Company of its obligations
to CoBank under the Loan Documents. During the existence of a “Default” or an “Event of Default under
the [.oan Documents, no payments by the Company shall be accepted by the Guarantor with respect to such
subordinated obligations and, if any such payments are inadvertently received, the same shall be held in
trust and promptly turned over to CoBank. The Guarantor hereby waives all claims, rights or remedies that
it may have at law or in equity (including, without limitation, any law subrogating the Guarantor to the
tights of CoBank) to seek contribution, indemnification, or any other form of reimbursement from the
Company, any other guarantor, or any other person or entity now or hereafter primarily or secondarily liable
for any obligations of the Guarantor to CoBank, for any disbursement made by the Guarantor under or in
connection with this Guaranty or otherwise. The Guarantor hereby stipulates and agrees that any such
disbursernent made by the Guarantor shall be a contribution to the equity capital of the Company.

SECTION 4. Recovery of Payment. [f any payment received by CoBank and applied to the
Guaranteed Obligations is subsequently set aside, recovered, rescinded, or required to be returned for any
reason (including, without limitation, the bankruptcy, insolvency or reorganization of the Guarantor), the
Guaranteed Obligations to which such payment was applied shall for the purposes of this Guaranty and all
instruments or documents executed in connection herewith or securing the Guarantor’s obligations
hereunder, be deemed to have continucd in existence, and this Guaranty shall be enforceable as to such
Guaranteed Obligations as fully as if such applications had never been made.

SECTION 5. Information Regarding Company; Waiver of Notices, Etc. The Guarantor
assumes responsibility for keeping fully informed of the financial condition of the Company, its liability
hereunder and all other circumstances affecting the Company's ability to pay and perform the Guaranteed
Obligations. The Guarantor agrees that CoBank shall have no duty to report to or notify the Guarantor of
(i) any information which CoBank shall receive about the financial condition of the Company (including
adverse matters); (ii) the Company's performance under the Loan Docurnents (including nonpayment or the
occurrence of any other default); (iii) any circumstances bearing on the Company's ability to perform the
Guaranteed Obligations, (iv) any increases in the amount of the Guaranteed Obligations or any renewals,
extensions or refinancing(s) of any Guaranteed Obligation; (v) any actions taken by CoBank or the
Company under any Loan Document; (vi) any matters relating to another guarantor; (vii) any matter set
forth in Section 2 hereof; or (viii) any other matter relating to the Guaranteed Obligations; and the
Guarantor hereby expressly and unconditionally waives any defense or claim of discharge based on the
failure of CoBank to report to or notify the Guarantor of any such information. In addition, the Guarantor
hereby acknowledges that it has enlered into this Guaranty based upon its own independent knowledge of or
investigation into the affairs of the Company and any other guarantor (whether a party hereto or to a
separate guarantee) and has not relied in any respect on CoBank or any officers, employees, or agents

thereof.

SECTION 6. Representations and Warranties. The Guarantor hereby represents and warrants
as follows:

(A) Organization; Power; Etc. The Guarantor: (i) is duly organized, validly existing,
and in good standing under the laws of its state of incorporation or formation; (ii) is duly qualified to do
business and is in good standing in each jurisdiction in which the transaction of its business makes such
qualification necessary; (iti) has all requisite corporate and legal power to own and operate its assets and to
carry On its business and to enter into and perform this Guaranty; and (iv) has duly and lawfully obtained
and maintained all licenses, certificates, permits, authorizations, approvals, and the like which are material
to the conduct of its business or which may be otherwise required by law, rule, regulation, ordinance, cade,
order or the tike (collectively, "Laws").

(B) Due Authorization; No Violation; Ete. The execution and delivery by the
Guarantor of, and the performance by the Guarantor of its obligations under, this Guaranty and all
instruments and documents executed in connection herewith have been duly authorized by all requisite
corporate or other action on the part of the Guarantor and do not and will not: (i) conflict with, or constitute
(with or without the giving of notice and/or the passage of time and/or the occurrence of any other
condition) a default under, any other agreement to which the Guarantor is a party or by which it or any of ity
property may be bound or affected, or with any provision of its articles of incorporation, bylaws or other
organizational documents; (ii) require the consent, permission, authorization, order or license of any
govemmental authority or of any party to any agreement to which the Guarantor is a party or by which it or
any of its property may be bound or affected, except as has been obtained and are in full force and effect;
(iii) violate any provision of any law, mule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect applicable to it; or (iv) result in, or require, the creation or
imposition of any tien, security interest or other charge or encumbrance upon or with respect to any of its
properties now owned or hereafter acquired.

(Cc) Binding Agreement. This Guaranty and each instrument and document executed
in connection herewith is, or when executed and delivered will be, the legal, valid, and binding obligation of
the Guarantor, enforceable in accordance with its terms, subject only to limitations on enforceability
imposed by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting
creditors’ rights generally.

(D) Litigation. Except as disclosed in the Company's Application for Credit dated as
of February 9, 2010 (the “Application”), there are no pending fegal, arbitration, or governmental actions or
proceedings to which the Guarantor is a party or to which any of its property is subject which, if adversely
determined, could have a material adverse effect on the condition, financial or otherwise, operations,
propecties, or business of the Guarantor, or on the ability of the Guarantor to perform its obligations
hereunder or under any instrument or document executed in connection herewith, and to the best of the
Guarantor’s knowledge, no such actions or proceedings are threatened or contemplated.

(E) Financial Statements; No Material Adverse Change; Ete. The annual audited
consolidating and consolidated Financial statements of the Guarantor and its consolidated subsidiaries, if
any, for the fiscal year ended in 2008 and the interim consolidated financial statements of the Guarantor and
its consolidated subsidiaries, if any, for the period ending on June 30, 2009, copies of which (together with
all notes and schedules relating thereto) have been submitted to CoBank, are complete and correct and fairly
present the financial condition of the Guarantor and the results of the Guarantor’s operations for the periods
covered thereby, and are prepared in accordance with generally accepted accounting principles ("GAAP")
consistently applied. Since the date of the interim statements, there has been no material adverse change in
the condition, financial or otherwise, business, or operations of the Guarantor. There are no liabilities of the
Guarantor, fixed or contingent, which are material but which are not reflected in the financial statements or

the notes thereto.

(F) Title to Property. The Guarantor has title to, or valid [easehold interests in, all of
its property, real and personal, including the properties reflected in the financial statements referred to above
(other than any property disposed of in the ordinary course of business).

(G) Compliauce with Laws, Environmental Matters, Ete. All of the properties of
the Guarantor and all of its operations are in compliance in all material respects with all applicable Laws
including, without limitation, all Laws relating to the environment. No property owned or leased by the
Guarantor is being used or, to its knowledge, has been used for the disposal, treatment, storage, processing
or handling of hazardous waste or materials (as defined under any environmental Law) and no investigation,
claim, littgation, proceeding, order, judgment, decree, settlement, Lien or the like with respect to any
environmental! matter is proposed, threatened, anticipated or in existence with respect to its properties or
operations. [n addition, no environmental contamination or condition currently exists on any property of the
Guarantor or, to its knowledge, any adjoining property, which could delay the sale or other disposition of, or
could have (or already has had) an adverse effect on the value of, its property.

(H) Compliance With Guaranty. As of the date hereof, the Guarantor is opcrating its
business in compliance with all of the covenants set forth in this Guaranty.

SECTION 7. Affirmative Covenants. Unless otherwise agreed to in writing by CoBank, while
this Guaranty is in effect, whether or not any Guaranteed Obligations are outstanding hereunder, the
Guarantor agrees to, and agrees to cause each of its subsidiaries to:

{A) Corporate Existence, Licenses. Etc. Preserve and keep in full force and effect
its existence and good standing in the jurisdiction of its incorporation or formation, qualify and remain
qualified to transact business in all jurisdictions where such qualification is required, and obtain and
maintain all licenses, certificates, permits, authorizations, approvals, and the like which are material to
the conduct of its business or required by Law.

(B) Compliance with Laws. Comply in alf material respects with all applicable
Laws, including, without limitation, all Laws relating to environmental protection. In addition, the

Guarantor agrees to cause all persons occupying or present on any of its properties to comply in all
material respects with all Laws relating to such properties.

(C) Insurance. Maintain insurance with insurance companies or associations
acceptable to CoBank in such amounts and covering such risks as are usually carried by companies
engaged in the same or similar business and similarly situated.

(D} Property Maintenance. Maintain all of its property that is necessary to or
uscfut in the proper conduct of its business in good working condition, ordinary wear and tear cxcepted

(E) Books and Records. Keep adequate records and books of account in which
complete eniries will be made in accordance with GAAP consistently applied.

(F) Inspection. Permit CoBank or ils agents, upon reasonable notice and during
normal! business hours or at such other times as the parties may agree, to examine its properties, books,
and records, and to discuss its affairs, finances, and accounts, with its respective officers, directors,
employees, and independent certified public accountants

(G) Reports and Notices. Furnish to CoBank:

(1) Annual Financial Statements. As soon as available, but in no event
more than 120 days after the end of each fiscal year of the Guarantor occurring during the term hereof, a
copy of:

(a) a consolidated balance sheet of the Company and_ its
Subsidiaries as at the end of such year, and

ib} consolidated statements of income, changes in shareholders’
equity, and cash flaws of the Guarantor and its Subsidiaries, for such year,

setting forth, in each case, in comparative form, the figures for the previous fiscal year, all in reasonable
detail, prepared in accordance with GAAP, and accompanied by an unqualified opinion thereon of
independent certified public accountants of recognized nationa! standing, which opinion shall state that
such financial statements present fairly, in all material respects, the financial position of the companies
being reported upon and their results of operations and cash flows and have been prepared in conformity
with GAAP, and that the examination of such accountants in connection with such financial statements
has been made in accordance with generally accepted auditing standards, and that such audit provides a
reasonable basis for such opinion in the circumstances, provided that the delivery within the time period
specified above of the Company’s Annual Report on Form [0-K for such fiscal year (together with the
Company's annual report to shareholders, if any, prepared pursuant to Rule |4a-3 under the Exchange
Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange
Commission, together with the accountant’s certificate described above, shall be deemed to satisfy the

requirements of this Subsection;

(2) Quarterly Statements. As soon as available, but in no event more than
60 days after the end of each fiscal quarter of the Guarantor (other than the fast quarterly fiscal period of
each such fiscal year), a copy of the Company's Quarterly Report on Form 10-Q prepared in compliance
with the requirements therefor and filed with the Securities and Exchange Commission;

(3) Notice of Default, Promptly after becoming aware thereof, notice of the
breach of any covenant contained in this Guaranty or any instrument or document executed in connection
herewith.

(4) Notice of Non-Environmental Litigation. Promptly after the
commencement thereof, notice of the commencement of all actions, suits, or proceedings before any
court, arbitrator, or governmental department, commission, board, bureau, agency, or instrumentality
affecting the Guarantor which, if determined adversely to the Guarantor, could have a material adverse
effect on the financial condition, properties, profits, or operations of the Guarantor.

(5) Notice of Environmental Litigation, Ete. Promptly after receipt
thereof, notice of the receipt of all pleadings, orders, complaints, indictments, or any other
communication alleging a condition that may require the Guarantor to undertake or to contribute to a
cleanup or other response under environmental Laws, or which seek penalties, damages, injunctive relief,
or criminal sanctions related to alleged violations of such Laws, or which claim personal injury or
property damage to any person as a result of environmental factors or conditions.

(6) Other Information. Such other information regarding the condition or
operations, financial or otherwise, of the Guarantor as CoBank may from time to time reasonably request,
including but not limited to copies of all pleadings, notices, and communications referred to in
Subsections 7(G)(iv) and (v) above.

(H) Condemnation. (|) Notify CoBank promptly after the litigation (or any portion
thereof) referenced in the Application has been resolved or settled (including, without limitation, by
entering into any agreement to seli assets or stock in lieu thereof); and (2) until CoBank notifies the
Guarantor that it does not consider the outcome (or any portion of the outcome) thereof to give rise to an
Event of Default under Section 8.13 of the MLA, it will retain from the proceeds thereof an amount in
cash suffictent to pay all Guaranteed Obligations in full, plus, in the event any unused commitments are
available to the Company, the amount thereof.

SECTION 8. Negative Covenants. Unless otherwise agreed to in writing by CoBank, while this
Guaranty is in effect, whether or not any Guaranteed Obligations are outstanding, the Guarantor will not
and will not permit its subsidiaries to:

(A) Mergers, Acquisitions, Etc. Merge or consolidate with any other entity or
permit any subsidiary to merge or consolidate with any other entity, unless the Guarantor or such
subsidiary is the surviving entity, or acquire all or a material part of the assets of any person or entity, or
form or create any new subsidiary or affiliate, or commence operations under any other name,
organization, or entity, including any joint venture.

({B) Transfer of Assets. Sell, transfer, lease, or otherwise dispose of any of ils
assets, except in the ordinary course of business.

(C) Change in Business. Engage in any business activities or operations
substantially different from or unrelated to the Guarantor's present business activities or operations.

SECTION 9. Expenses. [n the event CoBank employs counsel to protect or enforce its rights
hereunder against the Guarantor, all reasonable attorneys’ fees arising from such services and all expenses,
costs, and charges in any way or respect arising in connection therewith or relating thereto shall be paid by

such Guarantor.