Common use of COSTS, EXPENSES AND ATTORNEYS' FEES Clause in Contracts

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissible), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. The Borrower shall pay to Bank Lender immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's in-Lender’s in- house counsel to the extent permissiblecounsel), expended or incurred by Bank Lender in connection with (a) the negotiation and preparation Lender’s continued administration of this Agreement (from and after the Effective Date) and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's Lender’s rights and/or the collection of any amounts which become due to Bank Lender under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank Lender or any other personPerson) relating to the Borrower or any other person or entityPerson. Notwithstanding anything in All such amounts due and owing pursuant to this Section shall be Obligations under this Agreement to and secured by the contrary, reasonable attorneys' fees shall not exceed the amount permitted by lawCollateral.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon within twenty (20) days of written demand by Bank (which demand shall include a reasonably detailed summary of the amounts which are the subject thereof) the full amount of all reasonable payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all excluding allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of any amendments and waivers to this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including Including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entityparty to any of the Loan Documents. Notwithstanding anything in this Agreement herein to the contrary, the prevailing party in any action to enforce this Agreement or any of the other Loan Documents shall be entitled to recover from the non-prevailing party in such action all reasonable costs and expenses, including without limitation reasonable attorneys' fees shall not exceed ’ fees, expended or incurred by the amount permitted by lawprevailing party in such action.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) (i) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and (ii) the preparation of any amendments and waivers hereto and thereto, and (iii) if and only if, a Default or Event of Default shall have occurred and be continuing, Bank’s administration of this Agreement and the Loan Documents, including without limitation Bank’s costs and expenses to inspect, audit and examine the books and records of Borrower and its Subsidiaries; (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other personPerson) relating to any Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by lawPerson.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, reasonable out-of-pocket attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissible), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' ’ fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank Lenders immediately upon demand (a) the full amount of all reasonable out-of-pocket payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissible)’ fees, expended or incurred by Bank Lenders in connection with (a) the negotiation and preparation of (i) this Agreement and the other Loan Documents, Bank's (ii) Lenders’ continued administration hereof and thereof, and (iii) the preparation of any amendments and waivers hereto and thereto, (b) the full amount of all out-of-pocket payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, attorneys’ fees, expended or incurred by Lenders in connection with the enforcement of Bank's Lenders’ rights and/or the collection of any amounts which become due to Bank Lenders (or any of them) under any of the Loan Documents, whether or not suit is brought, and (c) the full amount of all out-of-pocket payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, attorneys’ fees), expended or incurred by Lenders (or any of them) in connection with the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank any Lender or any other person) relating to Borrower or any other person or entityentity and related to any of the Loan Documents. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' ’ fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon within twenty (20) days of written demand by Bank (which demand shall include a reasonably detailed summary of the amounts which are the subject thereof) the full amount of all payments, advances, charges, reasonable costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all but excluding allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's ’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entityparty to any of the Loan Documents. Notwithstanding anything in this Agreement herein to the contrary, the prevailing party in any action to enforce this Agreement or any of the other Loan Documents shall be entitled to recover from the non-prevailing party in such action all reasonable costs and expenses, including without limitation reasonable attorneys' fees shall not exceed ’ fees, expended or incurred by the amount permitted by lawprevailing party in such action.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon within ten (10) Business Days after written demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissible), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's ’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' ’ fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan DocumentsDocuments (to a maximum of $5,800 plus costs and taxes), Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto; provided, however, Bank will not charge an annual, quarterly, or other periodic fee for loan administration, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissible), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan DocumentsDocuments up to an amount of $2,500, (b) Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (bc) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (cd) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of the Bank Commitment, this Agreement Restated Credit Agreement, the other Loan Documents and the other Intercreditor Loan Documents, Bank's ’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Bank Commitment, the Loan Documents or the Intercreditor Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents or Intercreditor Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other pother person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of any amendments and waivers to this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entityBorrower. Notwithstanding anything any provision in this Agreement to the contrary, in any action or dispute between the parties arising out of or in any way connected with this Agreement or any of the other Loan Documents, the prevailing party in any such action or dispute (whether by way of judgment, arbitration award, mediation, settlement or otherwise, and whether or not suit is commenced) shall be entitled to collect from the other party the prevailing party’s costs and expenses incurred in connection with such action or dispute, including, without limitation, all litigation costs and reasonable attorneys' fees shall not exceed the amount permitted by law’ fees.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan DocumentsDocuments (to a maximum of $16,500 plus costs and taxes), Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto; provided, however, Bank will not charge an annual, quarterly, or other periodic fee for loan administration, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissible), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity. Notwithstanding anything ; provided that Borrower shall have no obligation to pay any costs and expenses of Bank incurred with respect to any action or proceeding in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by lawwhich a court of competent jurisdiction or arbitrator determines in favor of Borrower.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank Agent and Lenders immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of BankAgent's and/or any Lender's in-house counsel to the extent permissiblecounsel), expended or incurred by Bank Agent or any Lender in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, BankAgent's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's Agent and Lenders' rights and/or the collection of any amounts which become due to Bank Agent or any Lender under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank Agent or any Lender or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan DocumentsDocuments up to the Restatement Date, Bank's ’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) subject to Section 7.11(g) hereof, the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissible), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's ’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' ’ fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately promptly upon written demand the full amount of all payments, advances, charges, charges and documented costs and expenses, including, to the extent permitted by applicable law, reasonable attorneys' fees expenses (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's ’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other personPerson) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement Person; provided Bank shall provide to the contraryBorrower a reasonably detailed invoice of such payments, reasonable attorneys' fees shall not exceed the amount permitted by lawadvances, charges, costs and expenses promptly upon written request from Borrower.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all al allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's ’s continued administration hereof and thereof, and the negotiation and preparation of any amendments and amendments, modifications or waivers hereto and theretoof, or consents relating to, the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (b) the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) the enforcement or protection of Bank's ’s rights (including, without limitation, all such out-of-pocket expenses incurred during any workout or restructuring (or negotiations in connection with the foregoing) under any of the Loan Documents and/or the collection of any amounts which that become due to Bank under any of the Loan Documents, whether or not suit is brought, Documents and (cd) the prosecution or defense of any action or proceeding in any way related to any of the Loan Documents, including including, without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including including, without limitation, any adversary proceeding, contested matter or motion brought by or against Bank or any other personperson or entity) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank CPC immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's CPC’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank CPC in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's CPC’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's CPC’s rights and/or the collection of any amounts which become due to Bank CPC under any of the Loan Documents, whether or not suit is brought, and (c) subject to Section 7.14(g) hereof, the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwiseproceeding, if determined to be payable by the arbitrator and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank CPC or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissible), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's ’s continued administration hereof and thereof, and the preparation of any amendments amendments, consents and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' ’ fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately promptly upon demand the full amount of all out-of-pocket payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated but exclude costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, (b) Bank's ’s continued administration in ordinary course hereof and thereof, and including the preparation of any amendments and waivers hereto and thereto, and; (bc) the enforcement and protection of Bank's ’s rights and/or the or any collection of any amounts which become due to Bank under efforts undertaken by Borrower in connection with this Agreement or any of the other Loan Documents, whether or not suit is brought, ; and (cd) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by lawPerson.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contraryforegoing, reasonable attorneys' fees amounts payable by Borrower under Section 7.3(a) and Section 1.4 shall not exceed $5,000.00 during the amount permitted by lawinitial term hereof.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower Subject to the last sentence regarding the right of the prevailing party in an action hereunder to recover its fees and costs from the non-prevailing party, Borrowers shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's ’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity. Notwithstanding anything the foregoing or any similar provision in any other Loan Document, the prevailing party in any action to enforce this Agreement or any of the other Loan Documents shall be entitled to the contrary, recover its reasonable attorneys' ’ fees shall not exceed and costs incurred in connection with such action from the amount permitted by lawnon-prevailing party.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower The Company shall pay to Bank Wxxxx Fargo immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of BankWxxxx Fargo's in-house counsel to the extent permissiblecounsel), expended or incurred by Bank Wxxxx Fargo in connection with (a) the negotiation and preparation of this Agreement and the other Loan Bond Documents, BankWxxxx Fargo's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of BankWxxxx Fargo's rights and/or the collection of any amounts which become due to Bank Wxxxx Fargo under any of the Loan Bond Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Bond Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy Bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank Wxxxx Fargo or any other person) relating to Borrower the Company, any Guarantor or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank not later than 15 days after invoiced by Bank, or immediately upon demand if an Event of Default or any condition, event or act which with the giving of notice or the passage of time or both would constitute such an Event of Default, shall have occurred or shall exist, the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and, except for the initial negotiation and preparation of this Agreement and the other Loan Documents, all allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's ’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in ; provided, however, that solely with respect to the initial negotiation and preparation of this Agreement to and the contraryother Loan Documents, reasonable attorneys' fees Borrower shall not exceed the amount permitted by lawbe responsible for any attorneys’ fees of Bank’s outside counsel in excess of $12,000.

COSTS, EXPENSES AND ATTORNEYS' FEES. Subject to the last sentence of this paragraph (which provides that the prevailing party in an action to enforce this Agreement is entitled to recover certain fees and costs in connection therewith), Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's in-house counsel to the extent permissiblefees), expended or incurred by Bank in connection with (a) the negotiation and preparation of any mutually agreed to amendments and waivers to this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement herein to the contrary, the prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable outside attorneys' ’ fees shall not exceed and costs incurred in connection with such action from the amount permitted by lawnon-prevailing party in such action.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, Documents and the preparation of any amendments and waivers hereto and thereto, (b) collateral audits or exams performed by Bank or its agents during the continuance of an Event of Default. The non-prevailing party shall pay to the prevailing party immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of Bank’s in-house counsel), expended or incurred by Bank in connection with (c) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (cd) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. The Borrower shall pay to Bank Lender immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's in-Lender’s in- house counsel to the extent permissiblecounsel), expended or incurred by Bank Lender in connection with (a) the negotiation and preparation Lender’s continued administration of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's Lender’s rights and/or the collection of any amounts which become due to Bank Lender under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank Lender or any other personPerson) relating to the Borrower or any other person or entityPerson. Notwithstanding anything in All such amounts due and owing pursuant to this Section shall be Obligations under this Agreement to and secured by the contrary, reasonable attorneys' fees shall not exceed the amount permitted by lawCollateral.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' ’ fees (to include outside counsel fees and all allocated costs of Bank's ’s in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's ’s continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's ’s rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) subject to Section 7.11(g) hereof, the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwiseproceeding, if determined to be payable by the arbitrator and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.

COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay to Bank immediately upon demand the full amount of all out-of-pocket payments, advances, charges, costs and expenses, including, to the extent permitted by applicable law, including reasonable attorneys' fees (to include outside counsel fees and, upon the occurrence and during the continuance of an Event of Default, all allocated costs of Bank's in-house counsel to the extent permissiblecounsel), expended or incurred by Bank in connection with (a) the negotiation and preparation of this Agreement and the other Loan Documents, Bank's continued administration hereof and thereof, and the preparation of any amendments and waivers hereto and thereto, (b) the enforcement of Bank's rights and/or the collection of any amounts which become due to Bank under any of the Loan Documents, whether or not suit is brought, and (c) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. Notwithstanding anything in this Agreement to the contrary, reasonable attorneys' fees shall not exceed the amount permitted by law.