Common use of Lender Expenses Clause in Contracts

Lender Expenses. The term “LENDER EXPENSES” means the out-of-pocket expenses or costs incurred by the LENDER arising out of, pertaining to, or in any way connected with this AGREEMENT, any of the other LOAN DOCUMENTS or the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunder. The term “LENDER EXPENSES” shall include, without limitation: (a) the costs or expenses required to be paid by any or all of the BORROWERS pursuant to this AGREEMENT or any of the LOAN DOCUMENT; (b) taxes and insurance premiums advanced or otherwise paid by the LENDER in connection with the COLLATERAL or on behalf of any or all of the BORROWERS; (c) filing, recording, title insurance, environmental and consulting fees, audit fees, search fees and other expenses paid or incurred by the LENDER in connection with the LENDER’S transactions with any or all of the BORROWERS; (d) costs and expenses incurred by the LENDER in the collection of the ACCOUNTS (with or without the institution of legal action), or to enforce any provision of this AGREEMENT, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any of the BORROWERS whether or not a sale is consummated; (e) costs and expenses of litigation incurred by the LENDER, or any participant of the LENDER in any of the OBLIGATIONS, in enforcing or defending this AGREEMENT or any portion hereof or in collecting any of the OBLIGATIONS; (f) reasonable attorneys’ fees and expenses incurred by the LENDER in obtaining advice or the services of its attorneys with respect to the structuring, drafting, negotiating, reviewing, amending, terminating, enforcing or defending of this AGREEMENT, or any portion hereof or any agreement or matter related hereto, whether or not litigation is instituted; and (g) travel expenses related to any of the foregoing.

Lender Expenses. The term “LENDER EXPENSES” means the out-of-pocket expenses or costs incurred by the LENDER arising out of, pertaining to, or in any way connected with this AGREEMENT, any of the other LOAN DOCUMENTS or the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunder. The term “LENDER EXPENSES” shall include, without limitation: All (a) the costs or expenses (including taxes, and insurance premiums) required to be paid by any Borrower or all of the BORROWERS pursuant to this AGREEMENT or its Subsidiaries under any of the LOAN DOCUMENT; Loan Documents that are paid or incurred by Agent or any Lender, (b) taxes and insurance premiums advanced fees or otherwise charges paid or incurred by the LENDER Agent or any Lender in connection with the COLLATERAL Borrower and its Subsidiaries, including, fees or on behalf of any or all of the BORROWERS; charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (c) including tax lien, litigation, bankruptcy and UCC searches), filing, recording, title insurancepublication, environmental and consulting fees, audit fees, search appraisal (including periodic Collateral appraisals or business valuations to the extent of the fees and other charges (and up to the amount of any limitation) contained in this Agreement), (c) costs and expenses incurred by Agent or any Lender in the disbursement of funds to Borrower (by wire transfer or otherwise), (d) charges paid or incurred by Agent or any Lender resulting from the dishonor of checks relating to the Borrower or associated with the Collateral, (e) reasonable costs and expenses paid or incurred by the LENDER in connection with the LENDER’S transactions with Agent or any Lender to correct any default or all of the BORROWERS; (d) costs and expenses incurred by the LENDER in the collection of the ACCOUNTS (with or without the institution of legal action), or to enforce any provision of this AGREEMENTthe Loan Documents, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or sale, or advertising to sell the COLLATERAL Collateral, or any other property portion thereof, irrespective of any of the BORROWERS whether or not a sale is consummated; , (ef) audit fees and expenses of Agent or any Lender related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, (g) reasonable costs and expenses of litigation third party claims or any other suit paid or incurred by the LENDER, Agent or any participant of the LENDER in any of the OBLIGATIONS, Lender in enforcing or defending this AGREEMENT the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Agent or any portion hereof Lender’s relationship with Borrower, (h) Agent and each Lender’s and Participant’s reasonable fees and expenses (including attorneys fees) incurred in advising, structuring, drafting, reviewing, administering, or amending the Loan Documents, (i) Agent and each Lender’s and Participant’s reasonable fees and expenses (including attorneys fees) incurred in collecting any of the OBLIGATIONS; terminating, enforcing (f) reasonable attorneys’ including attorneys fees and expenses incurred by in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrower or its Subsidiaries or in exercising rights or remedies under the LENDER Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in obtaining advice or taking any Remedial Action concerning the services of its attorneys Collateral and (j) a $1,500 fee to WFF to cover WFF’s marketing and advertising costs with respect to this Agreement and the structuring, drafting, negotiating, reviewing, amending, terminating, enforcing or defending of this AGREEMENT, or any portion hereof or any agreement or matter related hereto, whether or not litigation is instituted; and (g) travel expenses related to any of the foregoingLoan Documents.

Lender Expenses. The term “LENDER EXPENSESLender Expenses” means the out-of-pocket all costs and expenses or costs incurred by Administrative Agent and/or the LENDER arising out of, pertaining to, or Lenders in any way connected connection with this AGREEMENT, any of the other LOAN DOCUMENTS Security Agreement or the OBLIGATIONStransactions contemplated hereby, or any documents executed in connection herewith or transactions hereunder. The term “LENDER EXPENSES” shall includeincluding, without limitation: , (ai) the all costs or expenses required to be paid by any Debtor under this Security Agreement which are paid or all of advanced by Administrative Agent and/or the BORROWERS pursuant to this AGREEMENT or any of the LOAN DOCUMENTLenders; (bii) all costs or expenses required to be paid by Debtor under the Credit Agreement which are paid or advanced by Administrative Agent and/or the Lenders; (iii) taxes and insurance premiums advanced or otherwise of every nature and kind of Debtor paid by Administrative Agent and/or the LENDER in connection with the COLLATERAL or on behalf of any or all of the BORROWERSLenders; (civ) filing, recording, title insurancepublication, environmental and consulting search fees, audit appraiser fees, search auditor fees and other expenses paid or incurred by the LENDER Lenders in connection with the LENDER’S Administrative Agent’s and/or Lenders’ transactions with any or all of the BORROWERSDebtor; (dv) costs and expenses incurred by Administrative Agent and/or the LENDER Lenders in collecting or realizing upon the collection of the ACCOUNTS Collateral (with or without the institution of legal actionsuit), to correct any default or to enforce any provision of this AGREEMENTSecurity Agreement, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any of the BORROWERS whether or not a sale is consummated; (e) and costs and expenses of litigation suit incurred by Administrative Agent and/or the LENDER, or any participant of the LENDER in any of the OBLIGATIONS, Lenders in enforcing or defending this AGREEMENT Security Agreement or any portion hereof or in collecting any of the OBLIGATIONShereof; and (fvi) reasonable attorneys’ fees and expenses incurred by Administrative Agent and/or the LENDER Lenders in obtaining advice or the services of its attorneys with respect to the advising, structuring, drafting, negotiating, reviewing, amending, terminating, enforcing enforcing, defending or defending of concerning this AGREEMENTSecurity Agreement, any portion hereof, any agreement related hereto, or any portion hereof or any agreement or matter related heretoof the transactions contemplated hereby, whether or not litigation suit is instituted; brought, and (g) travel including, but not limited to, any expenses related to incurred in any of proceedings or case in the foregoingUnited States Bankruptcy Courts in enforcing or defending its rights in its collateral, under this Security Agreement or under any note or other document executed in connection with this Security Agreement.

Lender Expenses. The term “LENDER EXPENSES” EXPENSES means the out-of-pocket expenses or costs incurred by the LENDER arising out of, pertaining to, or in any way connected with this AGREEMENT, any of the other LOAN DOCUMENTS or the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunder. The term “LENDER EXPENSES” EXPENSES shall include, without limitation: (a) the costs or expenses required to be paid by any or all of the BORROWERS pursuant to this AGREEMENT or any of the other LOAN DOCUMENTDOCUMENTS; (b) costs and expenses in connection with COLLECTION ACCOUNTS; (c) LETTER OF CREDIT fees and charges; (d) taxes and insurance premiums advanced or otherwise paid by the LENDER in connection with the COLLATERAL or on behalf of any or all of the BORROWERS; (ce) filing, recording, title insurance, environmental and consulting fees, audit fees, search fees and other expenses paid or incurred by the LENDER in connection with the LENDER’S LENDERS transactions with any or all of the BORROWERSBORROWERS contemplated by this AGREEMENT or any of the other LOAN DOCUMENTS or otherwise related to the CREDIT FACILITY or any of the OBLIGATIONS; (df) costs and expenses incurred by the LENDER in the collection of the ACCOUNTS (with or without the institution of legal action), or to enforce any provision of this AGREEMENT, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any of the BORROWERS whether or not a sale is consummated; (eg) costs and expenses of litigation incurred by the LENDER, or any participant of the LENDER in any of the OBLIGATIONS, in enforcing or defending this AGREEMENT or any portion hereof or in collecting any of the OBLIGATIONS; (fh) reasonable attorneys’ attorneys fees and expenses incurred by the LENDER in obtaining advice or the services of its attorneys with respect to the structuring, drafting, negotiating, reviewing, amending, terminating, enforcing or defending of this AGREEMENT, or any portion hereof or any agreement or matter related hereto, whether or not litigation is instituted; and (g) i travel expenses related to any of the foregoing.

Lender Expenses. The term “"LENDER EXPENSES” " means the all out-of-pocket expenses or costs incurred by the LENDER arising out of, pertaining to, or in any way connected with this AGREEMENTGUARANTY, the LOAN, any of the other LOAN DOCUMENTS or the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunder. The term “"LENDER EXPENSES” " shall include, without limitation: (a) the all costs or expenses required to be paid by any or all of the BORROWERS GUARANTORS pursuant to this AGREEMENT GUARANTY or any of the LOAN DOCUMENT; (b) taxes and insurance premiums of every nature and kind advanced or otherwise paid by the LENDER in connection with the COLLATERAL or on behalf of any or all of the BORROWERSGUARANTORS; (c) filing, recording, title insurance, environmental and consulting fees, audit fees, search fees and other expenses paid or incurred by the LENDER in connection with the LENDER’S 'S transactions with any or all of the BORROWERSCOMPANIES; (d) costs and expenses incurred by the LENDER in the collection of the ACCOUNTS (with or without the institution of legal action), or to enforce any provision of this AGREEMENT, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any of the BORROWERS whether or not a sale is consummated; (e) costs and expenses of litigation incurred by the LENDER, or any participant of the LENDER in any of the OBLIGATIONSLENDER, in enforcing or defending the LOAN, this AGREEMENT GUARANTY or any portion hereof or in collecting any of the OBLIGATIONS, or in enforcing any of the LOAN DOCUMENTS, or in defending any claims brought against the LENDER by any PERSON, including without limitation any of the COMPANIES, which arise out of or relate to this GUARANTY, the LOAN, the LOAN DOCUMENTS, or any conduct of the LENDER with respect thereto; (fe) reasonable attorneys’ ' fees and expenses incurred by the LENDER in obtaining advice or the services of its attorneys with respect to the structuring, drafting, negotiating, reviewing, amending, terminating, enforcing or defending of this AGREEMENTGUARANTY or any other LOAN DOCUMENT, or any portion hereof thereof or any agreement or matter related heretothereto, whether or not litigation is instituted; and (gf) travel expenses related to any of the foregoing.

Lender Expenses. The term “LENDER EXPENSES” means the out-of-pocket expenses or costs incurred Borrower shall immediately and without demand --------------- reimburse Lender for all sums expended by the LENDER arising out of, pertaining to, or in any way connected with this AGREEMENT, any of the other LOAN DOCUMENTS or the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunderLender which constitute Lender Expenses and Borrower hereby authorizes and approves all advances and payments by Lender for items constituting Lender Expenses. The term “LENDER EXPENSES” shall include"Lender Expenses" means: all costs and expenses incurred by Lender in connection with this Note, the Loan Agreement, or the transactions contemplated hereby, including, without limitation: (a) the , all costs or expenses required to be paid by any Borrower under this Note, the Loan Agreement, or all of the BORROWERS pursuant to this AGREEMENT transactions contemplated hereby which are paid or any of the LOAN DOCUMENTadvanced by Lender; (b) taxes and insurance premiums advanced or otherwise of every nature and kind of Borrower paid by the LENDER in connection with the COLLATERAL or on behalf of any or all of the BORROWERSLender; (c) filing, recording, title insurancepublication, environmental and consulting search fees, audit appraiser fees, search fees and other expenses auditor fees, title insurance premiums paid or incurred by the LENDER Lender in connection with the LENDER’S Lender's transactions with any or all of the BORROWERSBorrower; (d) costs and expenses incurred by the LENDER in the collection of the ACCOUNTS Lender (with or without suit) in collecting or realizing upon any collateral including, without limitation the institution of legal actionProperty (the "Collateral"), to correct any default or to enforce any provision of this AGREEMENTNote, the Loan Agreement, or the transactions contemplated hereby, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any of the BORROWERS Collateral, whether or not a sale is consummated; (e) costs and expenses of litigation suit incurred by the LENDER, or any participant of the LENDER in any of the OBLIGATIONS, Lender in enforcing or defending this AGREEMENT Note, the Loan Agreement, or the transactions contemplated hereby or any portion hereof or in collecting any of the OBLIGATIONShereof; (f) and reasonable attorneys’ ' fees and expenses incurred by the LENDER Lender in obtaining advice or the services of its attorneys with respect to the advising, structuring, drafting, negotiating, reviewing, amending, terminating, enforcing enforcing, defending or defending of concerning this AGREEMENTNote, the Loan Agreement, or the transactions contemplated hereby, any portion hereof, any Agreement related hereto, or any portion hereof or any agreement or matter related heretoof the transactions contemplated hereby, whether or not litigation suit is instituted; brought, and (g) travel including, but not limited to, any expenses incurred in relation to opposing or seeking to obtain relief from any stay or restraining order prohibiting Lender from exercising its rights as a secured creditor, foreclosing upon or disposing of Collateral, or such related to any of the foregoingmatters.

Lender Expenses. The term “"LENDER EXPENSES” " means the all reasonable out-of-pocket expenses or costs incurred by the LENDER for whatever reason arising out of, pertaining to, or in any way connected with this AGREEMENT, any of the other LOAN DOCUMENTS or DOCUMENTS, the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunder. The term “LENDER EXPENSES” shall include, including without limitation: (a) the All costs or expenses required to be paid by any or all of the BORROWERS BORROWER pursuant to this AGREEMENT or as otherwise provided for in any of the LOAN DOCUMENTDOCUMENTS or as required by any other present or future agreement between the BORROWER and the LENDER evidencing and/or securing the OBLIGATIONS which are paid or advanced by the LENDER; (b) taxes and insurance premiums advanced or otherwise premium of every nature and kind of BORROWER paid by the LENDER in connection with the COLLATERAL or on behalf of any or all of the BORROWERSLENDER; (c) filing, recording, title insurance, environmental and consulting fees, audit fees, search fees and other expenses paid or incurred by the LENDER in connection with the LENDER’S 'S transactions with any or all of the BORROWERSBORROWER; (d) reasonable and necessary costs and expenses incurred by the LENDER in the collection of the ACCOUNTS (with or without the institution of legal action), to correct any default or to enforce any provision of this AGREEMENT, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any of the BORROWERS BORROWER in which the LENDER has a lien whether or not a sale is consummated; (e) reasonable and necessary costs and expenses of litigation incurred by the LENDER, or any participant of the LENDER in any of the OBLIGATIONSLOAN, in enforcing or defending this AGREEMENT or any portion hereof or in collecting any of the OBLIGATIONShereof; (f) and reasonable and necessary attorneys’ ' fees and expenses incurred by the LENDER in obtaining advice or the services of its attorneys with respect to the structuring, drafting, negotiating, reviewing, amending, terminating, enforcing or defending of this AGREEMENT, or any portion hereof or any agreement or matter related hereto, whether or not litigation is instituted; and (g) reasonable travel expenses related to any of the foregoing.

Lender Expenses. The term “LENDER EXPENSESLender Expenses” means the out-of-pocket all costs and expenses or costs incurred by Administrative Agent and/or the LENDER arising out of, pertaining to, or Lenders in any way connected connection with this AGREEMENT, any of the other LOAN DOCUMENTS Security Agreement or the OBLIGATIONStransactions contemplated hereby, or any documents executed in connection herewith or transactions hereunder. The term “LENDER EXPENSES” shall includeincluding, without limitation: , (ai) the all costs or expenses required to be paid by any Debtor under this Security Agreement which are paid or all of advanced by Administrative Agent and/or the BORROWERS pursuant to this AGREEMENT or any of the LOAN DOCUMENTLenders; (bii) all costs or expenses required to be paid by Debtor under the Credit Agreement which are paid or advanced by Administrative Agent and/or the Lenders; (iii) taxes and insurance premiums advanced or otherwise of every nature and kind of Debtor paid by Administrative Agent and/or the LENDER in connection with the COLLATERAL or on behalf of any or all of the BORROWERSLenders; (civ) filing, recording, title insurancepublication, environmental and consulting search fees, audit appraiser fees, search auditor fees and other expenses paid or incurred by the LENDER Lenders in connection with the LENDER’S Administrative Agent’s and/or Lenders’ transactions with any or all of the BORROWERSDebtor; (dv) costs and expenses incurred by Administrative Agent and/or the LENDER Lenders in collecting or realizing upon the collection of the ACCOUNTS Collateral (with or without the institution of legal actionsuit), to correct any default or to enforce any provision of this AGREEMENTSecurity Agreement, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any of the BORROWERS whether or not a sale is consummated; (e) and costs and expenses of litigation suit incurred by Administrative Agent and/or the LENDER, or any participant of the LENDER in any of the OBLIGATIONS, Lenders in enforcing or defending this AGREEMENT Security Agreement or any portion hereof or in collecting any of the OBLIGATIONShereof; and (fvi) reasonable attorneys’ fees and expenses incurred by Administrative Agent and/or the LENDER Lenders in obtaining advice or the services of its attorneys with respect to the advising, structuring, drafting, negotiating, reviewing, amending, terminating, enforcing enforcing, defending or defending of concerning this AGREEMENTSecurity Agreement, any portion hereof, any agreement related hereto, or any portion hereof or any agreement or matter related heretoof the transactions contemplated hereby, whether or not litigation suit is instituted; brought, and (g) travel including, but not limited to, any expenses related to incurred in any of proceedings or case in the foregoing.United States Bankruptcy Courts in enforcing or defending its rights in its collateral, under this Security Agreement or under any note or other document executed in connection with this Security Agreement. Security Agreement CRS Retail Systems Inc.

Lender Expenses. The term “"LENDER EXPENSES” " means the all out-of-pocket expenses or costs incurred by the LENDER arising out of, pertaining to, or in any way connected with this AGREEMENT, any of the other LOAN DOCUMENTS or the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunder. The term “"LENDER EXPENSES” " shall include, without limitation: (a) the all costs or expenses required to be paid by any or all of the BORROWERS BORROWER pursuant to this AGREEMENT or any of the LOAN DOCUMENT; (b) taxes and insurance premiums of every nature and kind advanced or otherwise paid by the LENDER in connection with the COLLATERAL or on behalf of any or all of the BORROWERSBORROWER; (c) filing, recording, title insurance, environmental and consulting fees, audit fees, search fees and other expenses paid or incurred by the LENDER in connection with the LENDER’S 'S transactions with any or all of the BORROWERSBORROWER; (d) costs and expenses incurred by the LENDER in the collection of the ACCOUNTS (with or without the institution of legal action), to correct any default or to enforce any provision of this AGREEMENT, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any of the BORROWERS BORROWER in which the LENDER has a lien whether or not a sale is consummated; (e) costs and expenses of litigation incurred by the LENDER, or any participant of the LENDER in any of the OBLIGATIONS, in enforcing or defending this AGREEMENT or any portion hereof or in collecting any of the OBLIGATIONS; (f) reasonable attorneys’ ' fees and expenses incurred by the LENDER in obtaining advice or the services of its attorneys with respect to the structuring, drafting, negotiating, reviewing, amending, terminating, enforcing or defending of this AGREEMENT, or any portion hereof or any agreement or matter related hereto, whether or not litigation is instituted; and (g) travel expenses related to any of the foregoing.

Lender Expenses. The term “LENDER EXPENSES” ALENDER EXPENSES@ means the out-of-pocket expenses or costs incurred by the LENDER arising out of, pertaining to, or in any way connected with this AGREEMENT, any of the other LOAN DOCUMENTS or the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunder. The term “LENDER EXPENSES” ALENDER EXPENSES@ shall include, without limitation: (a) the costs or expenses required to be paid by any either or all both of the BORROWERS pursuant to this AGREEMENT or any of the LOAN DOCUMENT; (b) taxes and insurance premiums advanced or otherwise paid by the LENDER in connection with the COLLATERAL or on behalf of any either or all both of the BORROWERS; (c) filing, recording, title insurance, environmental and consulting fees, audit fees, search fees and other expenses paid or incurred by the LENDER in connection with the LENDER’S =S transactions with any either or all both of the BORROWERS; (d) costs and expenses incurred by the LENDER in the collection of the ACCOUNTS (with or without the institution of legal action), or to enforce any provision of this AGREEMENT, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any either of the BORROWERS whether or not a sale is consummated; (e) costs and expenses of litigation incurred by the LENDER, or any participant of the LENDER in any of the OBLIGATIONS, in enforcing or defending this AGREEMENT or any portion hereof or in collecting any of the OBLIGATIONS; (f) reasonable attorneys’ attorneys= fees and expenses incurred by the LENDER in obtaining advice or the services of its attorneys with respect to the structuring, drafting, negotiating, reviewing, amending, terminating, enforcing or defending of this AGREEMENT, or any portion hereof or any agreement or matter related hereto, whether or not litigation is instituted; and (g) travel expenses related to any of the foregoing.

Lender Expenses. The term “"LENDER EXPENSES” " means the reasonable out-of-pocket expenses or costs incurred by the LENDER arising out of, pertaining to, or in any way connected with this AGREEMENT, any of the other LOAN DOCUMENTS or the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunder. The term “"LENDER EXPENSES” " shall include, without limitation: (a) the reasonable costs or expenses required to be paid by any or all of the BORROWERS BORROWER pursuant to this AGREEMENT or any of the LOAN DOCUMENTDOCUMENTS; (b) taxes and insurance premiums advanced or otherwise paid by the LENDER in connection with the COLLATERAL or on behalf of any or all of the BORROWERSBORROWER; (c) filing, recording, title insurance, environmental and consulting fees, audit fees, search fees and other expenses paid or incurred by the LENDER in connection with the LENDER’S 'S transactions with any or all of the BORROWERSBORROWER; (d) reasonable costs and expenses incurred by the LENDER in the collection of the ACCOUNTS (with or without the institution of legal action), or to enforce any provision of this AGREEMENT, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any of the BORROWERS BORROWER whether or not a sale is consummated; (e) reasonable costs and expenses of litigation incurred by the LENDER, or any participant of the LENDER in any of the OBLIGATIONS, in enforcing or defending this AGREEMENT or any portion hereof or in collecting any of the OBLIGATIONS; (f) reasonable attorneys’ ' fees and expenses incurred by the LENDER in obtaining advice or the services of its attorneys with respect to the structuring, drafting, negotiating, reviewing, amending, terminating, enforcing or defending of this AGREEMENT, or any portion hereof or any agreement or matter related hereto, whether or not litigation is instituted; and (g) reasonable travel expenses related to any of the foregoing.. Notwithstanding anything contained above, the BORROWER shall not be required to pay any LENDER EXPENSES until the GUARANTOR receives copies of invoices, bills,

Lender Expenses. The term “LENDER EXPENSES” means the out-of-pocket expenses or costs incurred by the LENDER arising out of, pertaining to, or in any way connected with this AGREEMENT, any of the other LOAN DOCUMENTS or the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunder. The term “LENDER EXPENSES” shall include, without limitation: All (a) the costs or expenses (including taxes, and insurance premiums) required to be paid by any Borrower or all of the BORROWERS pursuant to this AGREEMENT or its Subsidiaries under any of the LOAN DOCUMENT; Loan Documents that are paid or incurred by Agent or any Lender, (b) taxes and insurance premiums advanced fees or otherwise charges paid or incurred by the LENDER Agent or any Lender in connection with the COLLATERAL Borrower and its Subsidiaries, including, fees or on behalf of any or all of the BORROWERS; charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (c) including tax lien, litigation, bankruptcy and UCC searches), filing, recording, title insurancepublication, environmental and consulting fees, audit fees, search appraisal (including periodic Collateral appraisals or business valuations to the extent of the fees and other charges (and up to the amount of any limitation) contained in this Agreement), (c) costs and expenses incurred by Agent or any Lender in the disbursement of funds to Borrower (by wire transfer or otherwise), (d) charges paid or incurred by Agent or any Lender resulting from the dishonor of checks relating to the Borrower or associated with the Collateral, (e) reasonable costs and expenses paid or incurred by the LENDER in connection with the LENDER’S transactions with Agent or any Lender to correct any default or all of the BORROWERS; (d) costs and expenses incurred by the LENDER in the collection of the ACCOUNTS (with or without the institution of legal action), or to enforce any provision of this AGREEMENTthe Loan Documents, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or sale, or advertising to sell the COLLATERAL Collateral, or any other property portion thereof, irrespective of any of the BORROWERS whether or not a sale is consummated; , (ef) audit fees and expenses of Agent or any Lender related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, (g) reasonable costs and expenses of litigation third party claims or any other suit paid or incurred by the LENDER, Agent or any participant of the LENDER in any of the OBLIGATIONS, Lender in enforcing or defending this AGREEMENT the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Agent or any portion hereof Lender's relationship with Borrower, (h) Agent and each Lender's and Participant's reasonable fees and expenses (including attorneys fees) incurred in advising, structuring, drafting, reviewing, administering, or amending the Loan Documents, and (i) Agent and each Lender's and Participant's reasonable fees and expenses (including attorneys fees) incurred in collecting any of the OBLIGATIONS; terminating, enforcing (f) reasonable attorneys’ including attorneys fees and expenses incurred by in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrower or its Subsidiaries or in exercising rights or remedies under the LENDER in obtaining advice or the services of its attorneys with respect to the structuringLoan Documents), drafting, negotiating, reviewing, amending, terminating, enforcing or defending the Loan Documents, irrespective of this AGREEMENTwhether suit is brought, or in taking any portion hereof or any agreement or matter related hereto, whether or not litigation is instituted; and (g) travel expenses related to any of Remedial Action concerning the foregoingCollateral.

Lender Expenses. The term “LENDER EXPENSESLender Expenses” means the out-of-pocket all costs and expenses or costs incurred by Administrative Agent and/or the LENDER arising out of, pertaining to, or Lenders in any way connected connection with this AGREEMENT, any of the other LOAN DOCUMENTS Security Agreement or the OBLIGATIONStransactions contemplated hereby, or any documents executed in connection herewith or transactions hereunder. The term “LENDER EXPENSES” shall includeincluding, without limitation: , (ai) the all costs or expenses required to be paid by any Debtor under this Security Agreement which are paid or all of advanced by Administrative Agent and/or the BORROWERS pursuant to this AGREEMENT or any of the LOAN DOCUMENTLenders; (bii) all costs or expenses required to be paid by Debtor under the Credit Agreement which are paid or advanced by Administrative Agent and/or the Lenders; (iii) taxes and insurance premiums advanced or otherwise of every nature and kind of Debtor paid by Administrative Agent and/or the LENDER in connection with the COLLATERAL or on behalf of any or all of the BORROWERSLenders; (civ) filing, recording, title insurancepublication, environmental and consulting search fees, audit appraiser fees, search auditor fees and other expenses paid or incurred by the LENDER Lenders in connection with the LENDER’S Administrative Agent’s and/or Lenders’ transactions with any or all of the BORROWERSDebtor; (dv) costs and expenses incurred by Administrative Agent and/or the LENDER Lenders in collecting or realizing upon the collection of the ACCOUNTS Collateral (with or without the institution of legal actionsuit), to correct any default or to enforce any provision of this AGREEMENTSecurity Agreement, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of any of the BORROWERS whether or not a sale is consummated; (e) and costs and expenses of litigation suit incurred by Administrative Agent and/or the LENDER, or any participant of the LENDER in any of the OBLIGATIONS, Lenders in enforcing or defending this AGREEMENT Security Agreement or any portion hereof or in collecting any of the OBLIGATIONShereof; and (fvi) reasonable attorneys’ fees and expenses incurred by Administrative Agent and/or the LENDER Lenders in obtaining advice or the services of its attorneys with respect to the advising, structuring, drafting, negotiating, reviewing, amending, terminating, enforcing enforcing, defending or defending of concerning this AGREEMENTSecurity Agreement, any portion hereof, any agreement related hereto, or any portion hereof or any agreement or matter related heretoof the transactions contemplated hereby, whether or not litigation suit is instituted; brought, and (g) travel including, but not limited to, any expenses related to incurred in any of proceedings or case in the foregoing.United States Bankruptcy Courts in enforcing or defending its rights in its collateral, under this Security Agreement or under any note or other document executed in connection with this Security Agreement. Security Agreement CRS Retail Technology Group, Inc.