Common use of Cost and Expenses Clause in Contracts

Cost and Expenses. Borrowers jointly and severally agree, whether or not any Loan is made hereunder, to pay Bank upon demand (i) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation, documentation, negotiation, execution and administration of this Agreement, the Note and the other Transaction Documents, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers further jointly and severally agree to pay or reimburse Bank for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or any of the other Transaction Documents. All of the obligations of Borrowers under this Section 9.3 shall survive the satisfaction and payment of Borrowers' Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder, to pay Bank upon demand (i) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation, documentation, negotiation, execution and administration of this Agreement, the Note and the other Transaction Documents, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust Agreements or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 10.03 shall survive the satisfaction and payment of Borrowers' Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder, to pay Bank Agent upon demand (i) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank Agent in connection with the preparation, documentation, negotiation, execution and administration of this Agreement, the Note Notes and the other Transaction Documents, (ii) all reasonable recording, filing, title insurance, surveying filing and appraisal search fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank Agent and each of the Lenders in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank Agent and each of the Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank Agent and each of the Lenders relating to or arising out of or in connection with this Agreement or any of the other Transaction DocumentsDocuments subsequent to the date hereof. Borrowers The Borrower further jointly and severally agree agrees to pay or reimburse Bank Agent and each of the Lenders for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreement, the Pledge Agreement, the Trademark Assignment, the Subsidiary Guaranties, the Subsidiary Security Agreements, the Deed of Trust or any of the other Transaction Documents. All of the obligations of Borrowers the Borrower under this Section 9.3 10.3 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement. In the event Agent or any Lender claims any amounts pursuant to this Section 10.3, Agent or such Lender, as the case may be, shall provide to Borrower an itemized statement of amounts claimed.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to pay Bank the Agent and each of the Banks upon demand (i) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank the Agent and each of the Banks in connection with the preparation, documentation, negotiation, negotiation and execution and administration of this Agreement, the Note Notes, the Letter of Credit Applications and the other Transaction Documents; provided, however, that such Attorneys' Fees of Harris Trust and Savings Bank shall not exceed thx xxx of $1,500.00 and such Attorneys' Fees of The Sumitomo Bank, Limited shall not exceed the sum of $1,500.00, (ii) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank the Agent and each of the Banks in connection with the (A) the preparation, documentation, negotiation and execution of any amendment, modification, extension or renewal of this Agreement, the Notes, the Letter of Credit Applications and/or any of the other Transaction Documents, (B) the preparation of any waiver or consent hereunder or under any amendment hereof of the other Transaction Documents or (C) any Default or Event of Default or alleged Default or Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank the Agent and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank the Agent or any of the Banks relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank the Agent and each of the Banks for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreements, the Deed Letter of Trust Credit Applications or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 9.03 shall survive the satisfaction and payment of Borrowers' Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunderunder this Agreement or any Letter of Credit is issued under this Agreement, to pay Bank the Agent and each Lender upon demand for (ia) all reasonable out-of-pocket costs and expenses and all Attorneys' ’ Fees of Bank incurred by the Agent in connection with the preparation, documentation, negotiation, execution and and/or administration of this Agreement, the Note and Agreement and/or any of the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (iiic) all reasonable out-of-pocket costs and expenses and all Attorneys' ’ Fees incurred by the Agent or any of Bank the Lenders in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension or renewal of this Agreement and/or any of the other Transaction Documents that has been requested by Borrower, (ii) the preparation of any waiver or consent hereunder under this Agreement or under any amendment hereof of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default hereunderunder this Agreement, (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' ’ Fees incurred by Bank the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneys' ’ Fees incurred by Bank the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank the Agent and each Lender upon demand for any stamp or documentary other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 8.03 shall survive the satisfaction and payment of Borrowers' the Borrower’s Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to pay Bank the Agent upon demand (i) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank the Agent in connection with the preparation, documentation, negotiation, execution and administration execution, amendment, modification, extension and/or renewal of this Agreement, the Note Notes, the Letter of Credit Application(s), the Security Agreement, the Deeds of Trust, the Collateral Assignment, the Pledge Agreement and the other Transaction Documents, (ii) all recording, filingfiling and search fees and expenses and title insurance premiums, title insuranceif any, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank the Agent in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all reasonable Attorneys' Fees incurred by Bank the Agent and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank the Agent relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank the Agent and each of the Banks for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Letter of Credit Application(s), the Security AgreementsAgreement, the Deed Deeds of Trust Trust, the Collateral Assignment, the Pledge Agreement or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 13.3 shall survive the satisfaction and payment of Borrowers' Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers The Company and XxXxxxx Properties hereby jointly and severally agree, whether or not any Loan is made hereunderunder this Agreement and/or any Letter of Credit is issued under this Agreement, to pay Bank Lender upon demand for (ia) all out-of-pocket costs and expenses (other than Attorneys' Fees) incurred by Lender in connection with the preparation, documentation, negotiation and/or execution of this Agreement and the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by Lender in connection with this Agreement and the other Transaction Documents, (c) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by Lender in connection with the (i) the preparation, documentation, negotiationnegotiation and execution of any amendment, execution and administration modification, extension, renewal or restatement of this Agreement, the Note and the Agreement and/or any other Transaction DocumentsDocument, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation of any waiver or consent hereunder under this Agreement and/or under any other Transaction Document or (iii) any amendment hereof Default or any Event of Default or alleged Event of Default hereunderDefault, (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneys' Fees incurred by Bank Lender relating to or arising out of or in connection with this Agreement or and/or any of the other Transaction DocumentsDocument. Borrowers The Company and XxXxxxx Properties further jointly and severally agree to pay or reimburse Bank Lender for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction DocumentsDocument. All of the obligations of Borrowers the Company and XxXxxxx Properties under this Section 9.3 7.03 shall survive the satisfaction and payment of Borrowersthe Company's Obligations and the XxXxxxx Properties' Obligations and the termination of this Agreement.

Cost and Expenses. The Borrowers jointly and severally agree, whether or not any Loan is made hereunderunder this Agreement, to pay Bank the Agent and each Lender upon demand for (ia) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by the Agent in connection with (i) the preparation, documentation, negotiation, execution and execution, administration and/or enforcement of this Agreement, the Note and Agreement and/or any of the other Transaction Documents, (ii) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement and/or any of the other Transaction Documents and/or (iii) the preparation of any waiver or consent under this Agreement or under any of the other Transaction Documents, (b) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by the Agent in connection with this Agreement and the other Transaction Documents, (iiic) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by the Agent or any Lender in connection with the preparation of any waiver Default or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunderunder this Agreement, (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneys' Fees incurred by Bank the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. The Borrowers further jointly and severally agree to pay or reimburse Bank the Agent and each Lender upon demand for any stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction Documents. All of the obligations of Borrowers under this Section 9.3 8.03 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations owed by any one or more of the Borrowers and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunderunder this Agreement and/or any Letter of Credit is issued under this Agreement, to pay Bank Lender upon demand for (ia) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and administration of this Agreement, the Note Agreement and the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by Lender in connection with this Agreement and the other Transaction Documents, (iiic) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement and/or any other Transaction Document, (ii) the preparation of any waiver or consent hereunder under this Agreement and/or under any other Transaction Document or (iii) any amendment hereof Default or any Event of Default or alleged Event of Default hereunderDefault, (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneys' Fees incurred by Bank Lender relating to or arising out of or in connection with this Agreement or and/or any of the other Transaction DocumentsDocument. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank Lender for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction DocumentsDocument. All of the obligations of Borrowers Borrower under this Section 9.3 7.03 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunderunder this Agreement, to pay Bank Lender upon demand for (ia) all reasonable out-of-pocket costs and expenses and all Attorneys' ’ Fees of Bank incurred by Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and administration of this Agreement, the Note Agreement and the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by Lender in connection with this Agreement and the other Transaction Documents, (iiic) all reasonable out-of-pocket costs and expenses and all Attorneys' ’ Fees of Bank incurred by Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement and/or any other Transaction Document, (ii) the preparation of any waiver or consent hereunder under this Agreement and/or under any other Transaction Document or (iii) any amendment hereof Default or any Event of Default or alleged Event of Default hereunderDefault, and (ivd) if an Event of Default occursoccurs and the Loan has been accelerated, all reasonable out-of-pocket costs and expenses and all Attorneys' ’ Fees incurred by Bank Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other therefrom. Notwithstanding the foregoing, Borrowers shall not be required to reimburse costs, expenses, fees or Attorneys' ’ Fees incurred by Bank relating to of Lender arising from Lender’s gross negligence or arising out of or in connection with this Agreement or any of the other Transaction Documentswillful misconduct. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank Lender for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction DocumentsDocument. All of the obligations of Borrowers Borrower under this Section 9.3 7.03 shall survive the satisfaction and payment of Borrowers' Borrower’s Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is ------------------- made hereunderunder this Agreement, to pay Bank Lender upon demand for (ia) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by Lender in connection with the preparation, documentation, negotiation, execution and and/or administration of this Agreement, the Note and Notes and/or any of the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by Lender in connection with this Agreement and the other Transaction Documents, (iiic) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement, the Notes and/or any of the other Transaction Documents, (ii) the preparation of any waiver or consent hereunder under this Agreement and/or under any other Transaction Document or (iii) any amendment hereof Default or any Event of Default or alleged Default or Event of Default hereunder, (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneys' Fees incurred by Bank Lender relating to or arising out of or in connection with this Agreement or and/or any of the other Transaction DocumentsDocument. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank Lender for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust Notes or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 7.03 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunderunder this Agreement, to pay Agent and U.S. Bank upon demand for (ia) all reasonable out-of-pocket costs and expenses and all Attorneys' ’ Fees of incurred by Agent and U.S. Bank in connection with the preparation, documentation, negotiation, negotiation and/or execution and administration of this Agreement, the Note Agreement and the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by Agent and U.S. Bank in connection with this Agreement and the other Transaction Documents, (iiic) all reasonable out-of-pocket costs and expenses and all Attorneys' ’ Fees of incurred by Agent and U.S. Bank in connection with (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement and/or any other Transaction Document, (ii) the preparation of any waiver or consent hereunder under this Agreement and/or under any other Transaction Document or (iii) any amendment hereof Default or any Event of Default or alleged Event of Default hereunderDefault, and (ivd) if an Event of Default occursoccurs and the Loan has been accelerated, all reasonable out-of-pocket costs and expenses and all Attorneys' ’ Fees incurred by Bank Agent and each Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other therefrom. Notwithstanding the foregoing, Borrowers shall not be required to reimburse costs, expenses, fees or Attorneys' ’ Fees incurred by Bank relating to or arising out of or in connection with this Agreement Agent or any of the other Transaction DocumentsLender arising from Agent’s or a Lender’s gross negligence or willful misconduct. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank Agent for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction DocumentsDocument. All of the obligations of Borrowers Borrower under this Section 9.3 8.03 shall survive the satisfaction and payment of Borrowers' Borrower’s Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeXxxxxxxx agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to pay Bank the Agent upon demand (i) all out-of-pocket costs and expenses and all Attorneysreasonable attorneys' Fees fees of Bank the Agent in connection with the preparation, documentation, negotiation, execution and administration execution, amendment, modification, extension and/or renewal of this Agreement, the Note Notes, the Letter of Credit Application(s) and the other Transaction Documents, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneysreasonable attorneys' Fees fees of Bank the Agent in connection with the preparation of any waiver or consent hereunder or under any amendment hereof or any Event of Default or alleged Event of Default hereunderother Transaction Documents, (iviii) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneysreasonable attorneys' Fees fees incurred by Bank the Agent and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom therefrom, (iv) all out-of-pocket costs and expenses and all reasonable attorneys' fees incurred by the Agent in connection with the enforcement of any rights and/or remedies of the Agent or any of the Banks to collect any of the Borrower's Obligations, and (v) all other Attorneysreasonable attorneys' Fees fees and out-of-pocket costs and expenses incurred by Bank the Agent relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Xxxxxxxx further jointly and severally agree agrees to pay or reimburse Bank the Agent and each of the Banks for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreements, the Deed Letter of Trust Credit Application(s) or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 11.3 shall survive the satisfaction and payment of Borrowers' Xxxxxxxx's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunderunder this Agreement or any Letter of Credit is issued under this Agreement, to pay or reimburse Bank upon demand (ia) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees of Bank in connection with the preparation, documentation, negotiation and execution of this Agreement, the Note, the Letter of Credit Applications and the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred in connection with this Agreement and the other Transaction Documents, (c) all out-of-pocket costs and expenses and all Attorneys' ’ Fees of Bank in connection with the (i) the preparation, documentation, negotiationnegotiation and execution of any amendment, execution and administration modification, extension, renewal or restatement of this Agreement, the Note and Note, the Letter of Credit Applications and/or any of the other Transaction Documents, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation of any waiver or consent hereunder under this Agreement or under any amendment hereof of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default hereunderunder this Agreement, (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' ’ Fees incurred by Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneys' ’ Fees incurred by Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed Letter of Trust Credit Applications or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 7.03 shall survive the satisfaction and payment of Borrowers' Borrower’s Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder, to pay Bank upon demand (i) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of each of the Agents and the Alternate Currency Bank in connection with the preparation, documentation, negotiation, execution and administration of this Agreement, the Note Notes and the other Transaction Documents, (ii) all reasonable recording, filing, title insurance, surveying filing and appraisal search fees incurred by the Administrative Agent in connection with this Agreement and the other Transaction Documents, (iii) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of each of the Agents and the Alternate Currency Bank and each of the Lenders in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by each of the Agents and the Alternate Currency Bank and each of the Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by each of the Agents and the Alternate Currency Bank and each of the Lenders relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers further jointly and severally agree to pay or reimburse Bank for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or any of the other Transaction Documents. All of the obligations of Borrowers under this Section 9.3 shall survive the satisfaction and payment of Borrowers' Obligations and the termination of this Agreement.any

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder, to pay Bank upon demand (i) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation, documentation, negotiation, execution and administration of this Agreement, the Note and the other Transaction Documents, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (iv) if an Event of Default occurs, all reasonable out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust Agreement or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 shall survive the satisfaction and payment of Borrowers' Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to pay Bank the Agent and each of the Banks upon demand (i) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank the Agent in connection with the preparation, documentation, negotiation, negotiation and execution and administration of this Agreement, the Note Notes, the Letter of Credit Applications and the other Transaction Documents, (ii) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank the Agent and each of the Banks in connection with the (A) the preparation, documentation, negotiation and execution of any amendment, modification, extension or renewal of this Agreement, the Notes, the Letter of Credit Applications and/or any of the other Transaction Documents, (B) the preparation of any waiver or consent hereunder or under any amendment hereof of the other Transaction Documents or (C) any Default or Event of Default or alleged Default or Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank the Agent and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank the Agent or any of the Banks relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank the Agent and each of the Banks for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreements, the Deed Letter of Trust Credit Applications or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 10.03 shall survive the satisfaction and payment of Borrowers' Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to pay Bank the Agent and each of the Banks upon demand (i) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank the Agent in connection with the preparation, documentation, negotiation, negotiation and execution and administration of this Agreement, the Note Notes, the Letter of Credit Applications and the other Transaction Documents; provided, however, that such Attorneys' Fees of the Agent shall not exceed the sum of $15,000.00, (ii) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank the Agent and each of the Banks in connection with the (A) the preparation, documentation, negotiation and execution of any amendment, modification, extension or renewal of this Agreement, the Notes, the Letter of Credit Applications and/or any of the other Transaction Documents, (B) the preparation of any waiver or consent hereunder or under any amendment hereof of the other Transaction Documents or (C) any Default or Event of Default or alleged Default or Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank the Agent and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank the Agent or any of the Banks relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank the Agent and each of the Banks for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreements, the Deed Letter of Trust Credit Applications or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 10.03 shall survive the satisfaction and payment of Borrowers' Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any the ----------------- Loan is made hereunderunder this Agreement, to pay Bank Agent and each Lender upon demand for (ia) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by Agent in connection with the preparation, documentation, negotiation, execution and and/or administration of this Agreement, the Note and Agreement and/or any of the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by Agent or any Lender in connection with this Agreement and the other Transaction Documents, (iiic) all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Agent or any of Bank the Lenders in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension or renewal of this Agreement and/or any of the other Transaction Documents that has been requested by Borrower, (ii) the preparation of any waiver or consent hereunder under this Agreement or under any amendment hereof of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default hereunderunder this Agreement, (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneys' Fees incurred by Bank Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank Agent and each Lender upon demand for any stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 10.04 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is ----------------- made hereunderunder this Agreement, to pay Bank or reimburse Lender upon demand for (ia) all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees expenses up to a maximum amount of Bank $5,000.00) incurred by Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and administration of this Agreement, the Note and Agreement and/or any of the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by Lender in connection with this Agreement and and/or any of the other Transaction Documents, (iiic) all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees of Bank expenses) incurred by Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement and/or any of the other Transaction Documents or (ii) the preparation of any waiver or consent hereunder under this Agreement or under any amendment hereof or any Event of Default or alleged Event of Default hereunder, the other Transaction Documents and (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees expenses) incurred by Bank Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentstherefrom. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank Lender upon demand for any stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 7.03 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. The Borrowers jointly and severally agree, whether or not any Loan is made hereunderunder this Agreement, to pay Bank the Agent and each Lender upon demand for (ia) all out-of-pocket costs and expenses and all Attorneys' ’ Fees of Bank incurred by the Agent in connection with (i) the preparation, documentation, negotiation, execution and execution, administration and/or enforcement of this Agreement, the Note and Agreement and/or any of the other Transaction Documents, (ii) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement and/or any of the other Transaction Documents and/or (iii) the preparation of any waiver or consent under this Agreement or under any of the other Transaction Documents, (b) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by the Agent in connection with this Agreement and the other Transaction Documents, (iiic) all out-of-pocket costs and expenses and all Attorneys' ’ Fees of Bank incurred by the Agent or any Lender in connection with the preparation of any waiver Default or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunderunder this Agreement, (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' ’ Fees incurred by Bank the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneys' ’ Fees incurred by Bank the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. The Borrowers further jointly and severally agree to pay or reimburse Bank the Agent and each Lender upon demand for any stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction Documents. All of the obligations of Borrowers under this Section 9.3 8.03 shall survive the satisfaction and payment of Borrowers' the Borrower’s Obligations owed by any one or more of the Borrowers and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to pay Bank the Agent upon demand (i) all out-of-pocket costs and expenses and all Attorneysreasonable attorneys' Fees fees of Bank the Agent in connection with the preparation, documentation, negotiation, execution and administration execution, amendment, modification, extension and/or renewal of this Agreement, the Note Notes, the Letter of Credit Application(s) and the other Transaction Documents, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneysreasonable attorneys' Fees fees of Bank the Agent in connection with the preparation of any waiver or consent hereunder or under any amendment hereof or any Event of Default or alleged Event of Default hereunderother Transaction Documents, (iviii) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneysreasonable attorneys' Fees fees incurred by Bank the Agent and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom therefrom, (iv) all out-of-pocket costs and expenses and all reasonable attorneys' fees incurred by the Agent and each of the Banks in connection with the enforcement of any rights and/or remedies of the Agent or any of the Banks to collect any of the Borrower=s Obligations, and (v) all other Attorneysreasonable attorneys' Fees fees and out-of-pocket costs and expenses incurred by Bank the Agent relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank the Agent and each of the Banks for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreements, the Deed Letter of Trust Credit Application(s) or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 11.3 shall survive the satisfaction and payment of Borrowers' Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Each of the Borrowers jointly and severally agreeagrees, ----------------- whether or not any Loan is made hereunderunder this Agreement and/or any Letter of Credit is issued under this Agreement, to pay Bank Lender upon demand for (ia) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and administration of this Agreement, the Note Agreement and the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by Lender in connection with this Agreement and the other Transaction Documents, (iiic) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement and/or any other Transaction Document, (ii) the preparation of any waiver or consent hereunder under this Agreement and/or under any other Transaction Document or (iii) any amendment hereof Default or any Event of Default or alleged Event of Default hereunderDefault, (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneys' Fees incurred by Bank Lender relating to or arising out of or in connection with this Agreement or and/or any of the other Transaction DocumentsDocument. Borrowers further jointly and severally agree to pay or reimburse Bank Lender for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction DocumentsDocument. All of the obligations of Borrowers under this Section 9.3 7.03 shall survive the satisfaction and payment of the Borrowers' Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agree, whether or not any ----------------- Loan is made hereunder, to pay Bank Agent upon demand (ia) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Agent in connection with the preparation, negotiation and execution of this Agreement, the Notes and the other Transaction Documents, (b) all recording and filing fees incurred in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Agent in connection with the preparation of any waiver or consent hereunder or any amendment hereof, (d) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank Agent and each of the Lenders in connection with the preparation, documentation, negotiation, execution and administration of this Agreement, the Note and the other Transaction Documents, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (ive) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank Agent and each of the Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (vf) all other Attorneys' Fees incurred by Bank Agent and each of the Lenders relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. The Borrowers further jointly and severally agree to pay or reimburse Bank Agent and each of the Lenders for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreements, the Deed of Trust Agreement or any of the other Transaction Documents. All of the obligations of Borrowers under this Section 9.3 10.3 shall survive the satisfaction and payment of Borrowers' Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunderunder this Agreement or any Letter of Credit is issued under this Agreement, to pay or reimburse the Agent and each Bank upon demand (ia) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of the Agent and each Bank in connection with the preparation, documentation, negotiation and execution of this Agreement, the Notes, the Letter of Credit Applications and the other Transaction Documents; provided, however, that such Attorneys' Fees of Commerce Bank, National Association shall not exceed the sum of $1,500.00, (b) all recording, filing and search fees and expenses incurred in connection with this Agreement and the other Transaction Documents, (c) all out-of-pocket costs and expenses and all Attorneys' Fees of the Agent and each Bank in connection with the (i) the preparation, documentation, negotiationnegotiation and execution of any amendment, execution and administration modification, extension, renewal or restatement of this Agreement, the Note and Notes, the Letter of Credit Applications and/or any of the other Transaction Documents, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation of any waiver or consent hereunder under this Agreement or under any amendment hereof of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default hereunderunder this Agreement, (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by the Agent and each Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneys' Fees incurred by the Agent or any Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse the Agent and each Bank for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreements, the Deed Letter of Trust Credit Applications or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 8.03 shall survive the satisfaction and payment of Borrowers' Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder, to pay Bank upon demand (i) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank each of the Agents in connection with the preparation, documentation, negotiation, execution and administration of this Agreement, the Note Notes and the other Transaction Documents, (ii) all reasonable recording, filing, title insurance, surveying filing and appraisal search fees incurred by the Administrative Agent in connection with this Agreement and the other Transaction Documents, (iii) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank each of the Agents and each of the Lenders in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank each of the Agents and each of the Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank each of the Agents and each of the Lenders relating to or arising out of or in connection with this Agreement or any of the other Transaction DocumentsDocuments subsequent to the date hereof. Borrowers The Borrower further jointly and severally agree agrees to pay or reimburse Bank Agents and each of the Lenders for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security AgreementsPledge Agreement, the Deed of Trust Subsidiary Guaranties or any of the other Transaction Documents. All of the obligations of Borrowers the Borrower under this Section 9.3 10.3 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement. In the event any Agent or any Lender claims any amounts pursuant to this Section 10.3, such Agent or such Lender, as the case may be, shall provide to Borrower an itemized statement of amounts claimed.

Cost and Expenses. Borrowers jointly and severally agree, whether or not ----------------- any Loan is made hereunder, to pay Bank Agent upon demand (ia) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Agent in connection with the preparation, negotiation and execution of this Agreement, the Notes and the other Transaction Documents, (b) all recording and filing fees incurred in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Agent in connection with the preparation of any waiver or consent hereunder or any amendment hereof, (d) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank Agent and each of the Lenders in connection with the preparation, documentation, negotiation, execution and administration of this Agreement, the Note and the other Transaction Documents, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (ive) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank Agent and each of the Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (vf) all other Attorneys' Fees incurred by Bank Agent and each of the Lenders relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. The Borrowers further jointly and severally agree to pay or reimburse Bank Agent and each of the Lenders for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreements, the Deed of Trust Agreement or any of the other Transaction Documents. All of the obligations of Borrowers under this Section 9.3 10.3 shall survive the satisfaction and payment of Borrowers' Obligations ------------ and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan ----------------- is made hereunderunder this Agreement, to pay Bank or reimburse Lender upon demand for (ia) all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees expenses up to a maximum amount of Bank $3,000) incurred by Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and administration of this Agreement, the Note and Agreement and/or any of the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by Lender in connection with this Agreement and and/or any of the other Transaction Documents, (iiic) all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees of Bank expenses) incurred by Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement and/or any of the other Transaction Documents or (ii) the preparation of any waiver or consent hereunder under this Agreement or under any amendment hereof or any Event of Default or alleged Event of Default hereunder, the other Transaction Documents and (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees expenses) incurred by Bank Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentstherefrom. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank Lender upon demand for any stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 7.03 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunderunder this Agreement, to pay or reimburse the Agent and each Bank upon demand for (ia)all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses up to a maximum amount of $3,000.00) incurred by the Agent in connection with the preparation, documentation, negotiation and/or execution of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent in connection with this Agreement and/or any of the other Transaction Documents, (c) all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees of Bank expenses) incurred by the Agent in connection with the (i) the preparation, documentation, negotiationnegotiation and execution of any amendment, execution and administration modification, extension, renewal or restatement of this Agreement, the Note and Agreement and/or any of the other Transaction Documents, Documents or (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank in connection with the preparation of any waiver or consent hereunder under this Agreement or under any amendment hereof or any Event of Default or alleged Event of Default hereunder, the other Transaction Documents and (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees expenses) incurred by the Agent or any Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentstherefrom. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse the Agent and each Bank upon demand for any stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 8.03 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement.. 92

Cost and Expenses. Borrowers jointly and severally agree, whether or not any Loan is made hereunder, to pay Bank Agent upon demand (i) all reasonable out-of-pocket costs and expenses and all Attorneys' ’ Fees of Bank Agent in connection with the preparation, documentation, negotiation, negotiation and execution and administration of this Agreement, the Note Notes and the other Transaction Documents, (ii) all reasonable recording, filing, search, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all reasonable out-of-pocket costs and expenses and all Attorneys' ’ Fees of Bank Agent and the Lenders in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' ’ Fees incurred by Bank Agent and each of the Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' ’ Fees incurred by Bank Agent relating to or arising out of or in connection with this Agreement or any of the other Transaction DocumentsDocuments subsequent to the date hereof. The Borrowers further jointly and severally agree to pay or reimburse Bank Agent and each of the Lenders for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreements, the Deed Deeds of Trust Trust, the Patent, Trademark and License Security Agreements, the Pledge Agreements or any of the other Transaction Documents. All of the obligations of the Borrowers under this Section 9.3 shall survive the satisfaction and payment of the Borrowers' ’ Obligations and the termination of this Agreement. In the event Agent or any Lender claims any amounts pursuant to this Section 9.3, Agent or such Lender, as the case may be, shall provide to Borrowers an itemized statement of amounts claimed.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunder or any Letter of Credit is issued hereunder, to pay Bank the Agent upon demand (i) all out-of-pocket costs and expenses and all Attorneysreasonable attorneys' Fees fees of Bank the Agent in connection with the preparation, documentation, negotiation, execution and administration execution, amendment, modification, extension and/or renewal of this Agreement, the Note Notes, the Letter of Credit Application(s) and the other Transaction Documents, (ii) all recording, filing, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneysreasonable attorneys' Fees fees of Bank the Agent in connection with the preparation of any waiver or consent hereunder or under any amendment hereof or any Event of Default or alleged Event of Default hereunderother Transaction Documents, (iviii) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneysreasonable attorneys' Fees fees incurred by Bank the Agent and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom therefrom, (iv) all out-of-pocket costs and expenses and all reasonable attorneys' fees incurred by the Agent and each of the Banks in connection with the enforcement of any rights and/or remedies of the Agent or any of the Banks to collect any of the Borrower's Obligations, and (v) all other Attorneysreasonable attorneys' Fees fees and out-of-pocket costs and expenses incurred by Bank the Agent relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank the Agent and each of the Banks for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreements, the Deed Letter of Trust Credit Application(s) or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 11.3 shall survive the satisfaction and payment of Borrowers' Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is ----------------- made hereunderunder this Agreement, to pay Bank Lender upon demand for (ia) all out-of-pocket costs and expenses and all Attorneysin-house and outside attorneys' Fees of Bank fees incurred by Lender in connection with the preparation, documentation, negotiation, execution and and/or administration of this Agreement, the Note and and/or any of the other Transaction Loan Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by Lender in connection with this Agreement and the other Transaction Loan Documents, (iiic) all out-of-pocket costs and expenses and all Attorneysin-house and outside attorneys' Fees of Bank fees incurred by Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement, the Note and/or any of the other Loan Documents, (ii) the preparation of any waiver or consent hereunder under this Agreement and/or under any other Loan Document or (iii) any amendment hereof or any Event of Default or alleged Event of Default hereunder, (ivd) if an Event of a Default occurs, all out-of-pocket costs and expenses and all Attorneysin-house and outside attorneys' Fees fees incurred by Bank Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ve) all other Attorneysin-house and outside attorneys' Fees fees incurred by Bank Lender relating to or arising out of or in connection with this Agreement or and/or any of the other Transaction DocumentsLoan Document. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank Lender for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust Note or any of the other Transaction Loan Documents. All of the obligations of Borrowers Borrower under this Section 9.3 8.7 shall survive the satisfaction and payment of Borrowers' the Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Revolving Credit Loan is made hereunder, to pay Bank Agent upon demand (i) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank Agent and each of the Banks in connection with the preparation, documentation, negotiation, execution and administration of this Agreement, the Note Notes and the other Transaction Documents, (ii) all reasonable recording, filing, title insurance, surveying filing and appraisal search fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all reasonable out-of-pocket costs and expenses and all Attorneys' Fees of Bank Agent and each of the Banks in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank Agent and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank Agent and each of the Banks relating to or arising out of or in connection with this Agreement or any of the other Transaction DocumentsDocuments subsequent to the date hereof. Borrowers The Borrower further jointly and severally agree agrees to pay or reimburse Bank Agent and each of the Banks for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the NoteNotes, the Security Agreement, the Pledge Agreements, the Deed of Trust Subsidiary Guaranties, the Subsidiary Security Agreements, or any of the other Transaction Documents. All of the obligations of Borrowers the Borrower under this Section 9.3 10.3 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement. In the event Agent or any Bank claims any amounts pursuant to this Section 10.3, Agent or such Bank, as the case may be, shall provide to Borrower an itemized statement of amounts claimed.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Revolving Credit Loan is made hereunder, to pay Bank Lender upon demand for (i) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by Lender in connection with the preparation, documentation, negotiation, execution and and/or administration of this Agreement, the Revolving Credit Note and and/or any of the other Transaction Documents, (ii) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by Lender in connection with this Agreement and the other Transaction Documents, (iii) all out-of-pocket costs and expenses and all Attorneys' Fees of Bank incurred by Lender in connection with the (A) the preparation, documentation, negotiation and execution of any amendment, modification, extension or renewal of this Agreement, the Revolving Credit Note and/or any of the other Transaction Documents, (B) the preparation of any waiver or consent hereunder or under any amendment hereof of the other Transaction Documents or (C) any Default or Event of Default or alleged Default or Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by Bank Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse Bank Lender for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust Revolving Credit Note or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 7.03 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan is made hereunderunder this Agreement, to pay or reimburse the Agent and each Bank upon demand for (ia) all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees expenses up to a maximum amount of Bank $3,000.00) incurred by the Agent in connection with the preparation, documentation, negotiation, negotiation and/or execution and administration of this Agreement, the Note and Agreement and/or any of the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by the Agent in connection with this Agreement and and/or any of the other Transaction Documents, (iiic) all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees of Bank expenses) incurred by the Agent in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement and/or any of the other Transaction Documents or (ii) the preparation of any waiver or consent hereunder under this Agreement or under any amendment hereof or any Event of Default or alleged Event of Default hereunder, the other Transaction Documents and (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees expenses) incurred by the Agent or any Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentstherefrom. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse the Agent and each Bank upon demand for any stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 8.03 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement.

Cost and Expenses. Borrowers jointly and severally agreeBorrower agrees, whether or not any Loan ----------------- is made hereunderunder this Agreement, to pay or reimburse the Administrative Agent and each Bank upon demand for (ia) all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees of Bank expenses up to a maximum amount agreed upon in writing by the Administrative Agent and Borrower) incurred by the Administrative Agent in connection with the preparation, documentation, negotiation, negotiation and/or execution and administration of this Agreement, the Note and Agreement and/or any of the other Transaction Documents, (iib) all recording, filing, title insurance, surveying filing and appraisal search fees and expenses incurred by the Administrative Agent in connection with this Agreement and and/or any of the other Transaction Documents, (iiic) all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees of Bank expenses) incurred by the Administrative Agent in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension, renewal or restatement of this Agreement and/or any of the other Transaction Documents or (ii) the preparation of any waiver or consent hereunder under this Agreement or under any amendment hereof or any Event of Default or alleged Event of Default hereunder, the other Transaction Documents and (ivd) if an Event of Default occurs, all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys' Fees expenses) incurred by the Administrative Agent or any Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys' Fees incurred by Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentstherefrom. Borrowers Borrower further jointly and severally agree agrees to pay or reimburse the Administrative Agent and each Bank upon demand for any stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Note, the Security Agreements, the Deed of Trust or Agreement and/or any of the other Transaction Documents. All of the obligations of Borrowers Borrower under this Section 9.3 8.03 shall survive the satisfaction and payment of Borrowers' the Borrower's Obligations and the termination of this Agreement.