Common use of Cost and Expenses Clause in Contracts

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent in connection with the preparation, documentation, negotiation, execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any of 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 under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the of Agent in connection with the preparation, documentation, negotiation, execution and/or and administration of this Agreement and/or any of Agreement, the Notes and the other Transaction Documents, (bii) all reasonable recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (ciii) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the of Agent or any and each of 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 under this Agreement hereunder or under any of the other Transaction Documents amendment hereof or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (div) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by Agent and each of the Agent or any Lender Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ev) all other Attorneys’ ' Fees incurred by Agent and each of the Agent or any Lender 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. The Borrower further agrees to pay or reimburse the Agent and each Lender upon demand of the Lenders for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Security Agreement, the Pledge Agreement, the Trademark Assignment, the Subsidiary Guaranties, the Subsidiary Security Agreements, or any of the other Transaction Documents. All of the obligations of the Borrower under this Section 8.03 10.3 shall survive the satisfaction and payment of the Borrower’s '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. Borrower agreesThe Company will pay all costs, whether or not any Loan is made under this Agreement or any Letter expenses and fees incident to the performance of Credit is issued the obligations of the Company and the Selling Stockholders under this Agreement, including, without limiting the generality of the foregoing, the following: accounting fees of the Company; the fees and disbursements of counsel for the Company; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, Preliminary Prospectuses, the Prospectus, and any supplements or amendments thereto; the filing fees of the Commission; NASD filing fees; the listing fee of the Nasdaq National Market and the expenses, including the reasonable fees and disbursements (not to exceed $25,000) of counsel for the Underwriters, incurred in connection with the qualification of the Shares under state securities or Blue Sky laws. Any transfer taxes imposed on the sale of the Shares to the several Underwriters will be paid by the Company or by the Selling Stockholders, in accordance with the respective sales of their Shares to the Underwriters. The Selling Stockholders shall also pay the fees and expenses of their respective counsel and their respective share of underwriting discounts and commissions. The Company shall not be required to pay for any of the Agent Underwriters' expenses (other than those related to qualification under state securities or Blue Sky laws and each Lender upon demand NASD review) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 8 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure to satisfy said condition or to comply with said terms results from the act or omission of any Underwriter, then the Company shall reimburse the several Underwriters for (a) all reasonable out-of-pocket costs expenses, including fees and expenses and all Attorneys’ Fees disbursements of counsel, reasonably incurred by the Agent in connection with investigating, marketing and proposing to market the preparation, documentation, negotiation, execution and/or administration Shares or in contemplation of this Agreement and/or performing their obligations hereunder; but the Company shall not in any event be liable to any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred several Underwriters for damages on account of loss of anticipated profits from the sale by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any them of 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 under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this AgreementShares.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement hereunder or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender of the Banks upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of the Agent and each of the Banks in connection with the preparation, documentation, negotiation, negotiation and execution and/or administration of this Agreement and/or any Agreement, the 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, (bii) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (ciii) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of the Agent or any and each of the Lenders Banks in connection with the (iA) the preparation, documentation, negotiation and execution of any amendment, modification, extension or renewal of this Agreement Agreement, the Notes, the Letter of Credit Applications and/or any of the other Transaction Documents that has been requested by BorrowerDocuments, (iiB) the preparation of any waiver or consent under this Agreement hereunder or under any of the other Transaction Documents or (iiiC) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (div) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ev) all other Attorneys’ ' Fees incurred by the Agent or any Lender of the Banks relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand of the Banks for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Letter of Credit Applications or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 9.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement hereunder or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (ai) all out-of-pocket costs and expenses and all Attorneys' Fees of the Agent in connection with the preparation, documentation, negotiation, execution, amendment, modification, extension and/or renewal of this Agreement, the 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, filing and search fees and expenses and title insurance premiums, if any, incurred in connection with this Agreement and the other Transaction Documents, (iii) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of the Agent in connection with the preparation, documentation, negotiation, execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any of 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 under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (div) if an Event of Default occurs, all out-of-pocket costs and expenses and all reasonable Attorneys’ ' Fees incurred by the Agent or any Lender and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ev) all other Attorneys’ ' Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand of the Banks for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Notes, the Letter of Credit Application(s), the Security Agreement, the Deeds of Trust, the Collateral Assignment, the Pledge Agreement and/or or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 13.3 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Revolving Credit Loan is made under this Agreement or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent Lender in connection with the preparation, documentation, negotiation, execution and/or administration of this Agreement Agreement, the Revolving Credit Note and/or any of the other Transaction Documents, (bii) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (ciii) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any of the Lenders Lender in connection with the (iA) the preparation, documentation, negotiation and execution of any amendment, modification, extension or renewal of this Agreement Agreement, the Revolving Credit Note and/or any of the other Transaction Documents that has been requested by BorrowerDocuments, (iiB) the preparation of any waiver or consent under this Agreement hereunder or under any of the other Transaction Documents or (iiiC) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (div) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ev) all other Attorneys’ ' Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Revolving Credit Note or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 7.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is ----------------- made under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each or reimburse Lender upon demand for (a) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys’ Fees expenses up to a maximum amount of $5,000.00) incurred by the Agent Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and and/or any of the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys’ Fees expenses) incurred by the Agent or any of the Lenders Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement and/or any of the other Transaction Documents that has been requested by Borrower, or (ii) the preparation of any waiver or consent under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, and (d) 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 Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentstherefrom. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 7.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agreesThe Company, whether or not any Loan the transactions contemplated hereunder are consummated or this Agreement is made terminated, will pay or reimburse if paid by the Representative all costs and expenses incident to the performance of the obligations of the Company under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent in connection with the transactions contemplated hereby, including but not limited to costs and expenses of or relating to (A) the preparation, documentationprinting, negotiationfiling, execution and/or administration delivery and shipping of this Agreement and/or the General Disclosure Package and the Final Prospectus, and any amendment or supplement to any of the other Transaction Documentsforegoing and the printing and furnishing of copies of each thereof to the Underwriters and dealers (including costs of mailing and shipment), (bB) all recordingthe registration, issue, sale and delivery of the Offered Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Offered Shares and the printing, delivery, and shipping of the certificates representing the Offered Shares, (C) the registration or qualification of the Offered Shares under the securities or blue sky laws of such jurisdictions designated pursuant to Section 5(a)(viii) hereof, (including the reasonable and documented legal fees and filing fees, and search other disbursements of counsel to the Representative in connection therewith), and, if reasonably requested by the Representative, the preparation and printing and furnishing of copies of any blue sky surveys to the Underwriters and to dealers, (D) the fees and expenses of any transfer agent or registrar for the Offered Shares, (E) fees, disbursements and other charges of U.S., PRC and BVI counsel to the Company, (F) listing fees, if any, for the listing or quotation of the Offered Shares on the NASDAQ Global Select Market and (G) fees and disbursements of the Company’s auditor incurred by the Agent or any Lender in connection with this Agreement and offering, including the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any delivering of the Lenders letter(s) described in connection with the (iSections 7(a) 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 under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this Agreementhereof.

Cost and Expenses. Borrower agreesThe Partnership will bear and pay the costs and expenses incident to the offering of the Notes, whether including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the Initial Purchasers of the Notes, (b) the fees and expenses of the Issuers’ counsel and accountants, (c) the preparation, printing, filing, delivery and shipping of the Preliminary Offering Memorandum and the Offering Memorandum and any amendments or not supplements thereto and the printing, delivery and shipping of this Agreement, the Indenture, the Registration Rights Agreement, all Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales (but not, however, legal fees and expenses of your counsel incurred in connection with any Loan is made of the foregoing other than fees of such counsel plus reasonable disbursements incurred in connection with the preparation, printing and delivery of such Blue Sky Memoranda), (d) the furnishing of copies of such documents to the Initial Purchasers, (e) the issuance and delivery by the Issuers of the Notes and by the Guarantors of the Guarantees and any taxes payable in connection therewith, (f) the qualification of the Notes and Exchange Notes for the offer, issuance and sale under this Agreement the securities or Blue Sky laws of the several states (including, without limitation, the reasonable fees and disbursements of your counsel relating to such registration or qualification), (g) the furnishing of such copies of the Preliminary Offering Memorandum and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales, (h) the preparation of certificates for the Notes (including, without limitation, printing and engraving thereof), (i) the application for quotation of the Notes in the PORTAL MarketSM (including all disbursements and listing fees), (j) the approval of the Notes by DTC for “book-entry” transfer (including fees and expenses of counsel), (k) the rating of the Notes and the Exchange Notes, (l) the obligations of the Trustee, any Letter agent of Credit is issued the Trustee and the counsel for the Trustee in connection with the Indenture, the Notes, the Guarantees, the Exchange Notes and the Exchange Guarantees, (m) the performance by the Inergy Parties of their other obligations under this Agreement, to pay the Agent and each Lender upon demand for (an) all travel expenses, including one-half of the expenses relating to chartered aircraft and all accommodation expenses, of representatives of the Partnership in connection with the offering of the Notes, and (o) all of the other costs and expenses incident to the performance by the Issuers of the offering of the Notes; provided, that the Initial Purchasers will bear and pay all of their own costs and expenses, including the fees and expenses of counsel, and any advertising costs and expenses incurred by any of the Initial Purchasers incident to the offering of the Notes. If this Agreement is terminated by you in accordance with the provisions of Section 10, the Issuers shall reimburse the Initial Purchasers for all of their reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by expenses, including the Agent in connection with the preparation, documentation, negotiation, execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search reasonable fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any disbursements of 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 under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary other similar taxes which may be payable with respect counsel to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this AgreementInitial Purchasers.

Cost and Expenses. Borrower agrees, whether or not any Loan ----------------- is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay or reimburse the Administrative Agent and each Lender Bank upon demand for (a) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys’ Fees 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/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Administrative Agent or any Lender in connection with this Agreement and and/or any of the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys’ Fees expenses) incurred by the Administrative Agent or any of the Lenders in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement and/or any of the other Transaction Documents that has been requested by Borrower, or (ii) the preparation of any waiver or consent under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, and (d) 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 Lender Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentstherefrom. Borrower further agrees to pay or reimburse the Administrative Agent and each Lender Bank upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower Each of the Borrowers jointly and severally agrees, ----------------- whether or not any Loan is made under this Agreement or and/or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and/or administration of this Agreement and/or any of and the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any of the Lenders Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement and/or any of the other Transaction Documents that has been requested by BorrowerDocument, (ii) the preparation of any waiver or consent under this Agreement or and/or under any of the other Transaction Documents Document or (iii) any Default or Event of Default or alleged Default or Event of Default under this AgreementDefault, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ ' Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or and/or any of the other Transaction DocumentsDocument. Borrower Borrowers further agrees jointly and severally agree to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction DocumentsDocument. All of the obligations of Borrower Borrowers under this Section 8.03 7.03 shall survive the satisfaction and payment of the Borrower’s Borrowers' Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agreesThe Company and XxXxxxx Properties hereby jointly and severally agree, whether or not any Loan is made under this Agreement or and/or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all (other than Attorneys’ Fees ' Fees) incurred by the Agent Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and/or administration of this Agreement and/or any of and the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any of the Lenders Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement and/or any of the other Transaction Documents that has been requested by BorrowerDocument, (ii) the preparation of any waiver or consent under this Agreement or and/or under any of the other Transaction Documents Document or (iii) any Default or Event of Default or alleged Default or Event of Default under this AgreementDefault, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ ' Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or and/or any of the other Transaction DocumentsDocument. Borrower The Company and XxXxxxx Properties further agrees jointly and severally agree to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction DocumentsDocument. All of the obligations of Borrower the Company and XxXxxxx Properties under this Section 8.03 7.03 shall survive the satisfaction and payment of the Borrower’s Company's Obligations and the XxXxxxx Properties' Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agreesThe Partnership will bear and pay the costs and expenses incident to the offering of the Notes, whether including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the Initial Purchasers of the Notes, the fees and expenses of the Issuers’ counsel and accountants, (b) the preparation, printing, filing, delivery and shipping of the Preliminary Offering Memorandum and the Offering Memorandum and any amendments or not supplements thereto and the printing, delivery and shipping of this Agreement, the Indenture, the Registration Rights Agreement, all Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales (but not, however, legal fees and expenses of your counsel incurred in connection with any Loan is made of the foregoing other than fees of such counsel plus reasonable disbursements incurred in connection with the preparation, printing and delivery of such Blue Sky Memoranda), (c) the furnishing of copies of such documents to the Initial Purchasers, (d) the issuance and delivery by the Issuers of the Notes and by the Guarantors of the Guarantees and any taxes payable in connection therewith, (e) the qualification of the Notes and Exchange Notes for the offer, issuance and sale under this Agreement the securities or Blue Sky laws of the several states (including, without limitation, the reasonable fees and disbursements of your counsel relating to such registration or qualification), (f) the furnishing of such copies of the Preliminary Offering Memorandum and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales, (g) the preparation of certificates for the Notes (including, without limitation, printing and engraving thereof), (h) the application for quotation of the Notes in the PORTAL MarketSM (including all disbursements and listing fees), (i) the approval of the Notes by DTC for “book-entry” transfer (including fees and expenses of counsel), (j) the rating of the Notes and the Exchange Notes, (k) the obligations of the Trustee, any Letter agent of Credit is issued the Trustee and the counsel for the Trustee in connection with the Indenture, the Notes, the Guarantees, the Exchange Notes and the Exchange Guarantees, (l) the performance by the Inergy Parties of their other obligations under this Agreement, to pay the Agent and each Lender upon demand for (am) all travel expenses, including one-half of the expenses relating to chartered aircraft and all accommodation expenses, of representatives of the Partnership in connection with the offering of the Notes, and (n) all of the other costs and expenses incident to the performance by the Issuers of the offering of the Notes; provided, that the Initial Purchasers will bear and pay all of their own costs and expenses, including the fees and expenses of counsel, and any advertising costs and expenses incurred by any of the Initial Purchasers incident to the offering of the Notes. If this Agreement is terminated by you in accordance with the provisions of Section 10, the Issuers shall reimburse the Initial Purchasers for all of their reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by expenses, including the Agent in connection with the preparation, documentation, negotiation, execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search reasonable fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any disbursements of 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 under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary other similar taxes which may be payable with respect counsel to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this AgreementInitial Purchasers.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay or reimburse the Agent and each Lender Bank upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of the Agent and each Bank in connection with the preparation, documentation, negotiation, negotiation and execution and/or administration of this Agreement and/or any 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 by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of the Agent or any of the Lenders and each Bank in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement Agreement, the Notes, the Letter of Credit Applications and/or any of the other Transaction Documents that has been requested by BorrowerDocuments, (ii) the preparation of any waiver or consent under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender and each Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ ' Fees incurred by the Agent or any Lender Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand Bank for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Letter of Credit Applications or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Revolving Credit Loan is made under this Agreement or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of Agent and each of the Agent Banks in connection with the preparation, documentation, negotiation, execution and/or and administration of this Agreement and/or any of Agreement, the Notes and the other Transaction Documents, (bii) all reasonable recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (ciii) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the of Agent or any and each of the Lenders Banks 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 under this Agreement hereunder or under any of the other Transaction Documents amendment hereof or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (div) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by Agent and each of the Agent or any Lender Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ev) all other Attorneys’ ' Fees incurred by Agent and each of the Agent or any Lender 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. The Borrower further agrees to pay or reimburse the Agent and each Lender upon demand of the Banks for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Security Agreement, the Pledge Agreements, the Subsidiary Guaranties, the Subsidiary Security Agreements, or any of the other Transaction Documents. All of the obligations of the Borrower under this Section 8.03 10.3 shall survive the satisfaction and payment of the Borrower’s '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. Borrower agrees, whether or not any Loan ----------------- is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each or reimburse Lender upon demand for (a) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys’ Fees expenses up to a maximum amount of $3,000) incurred by the Agent Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and and/or any of the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys’ Fees expenses) incurred by the Agent or any of the Lenders Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement and/or any of the other Transaction Documents that has been requested by Borrower, or (ii) the preparation of any waiver or consent under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, and (d) 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 Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentstherefrom. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 7.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay or reimburse the Agent and each Lender Bank upon demand for (a) all reasonable a)all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys’ Fees expenses up to a maximum amount of $3,000.00) incurred by the Agent in connection with the preparation, documentation, negotiation, negotiation and/or execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and and/or any of the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys’ Fees expenses) incurred by the Agent or any of the Lenders in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement and/or any of the other Transaction Documents that has been requested by Borrower, or (ii) the preparation of any waiver or consent under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, and (d) 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 Lender Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentstherefrom. Borrower further agrees to pay or reimburse the Agent and each Lender Bank upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.. 92

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement hereunder or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by reasonable attorneys' fees of the Agent in connection with the preparation, documentation, negotiation, execution execution, amendment, modification, extension and/or administration renewal of this Agreement and/or any Agreement, the Notes, the Letter of the other Transaction Documents, (bCredit Application(s) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (cii) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by reasonable attorneys' fees of the Agent or any of 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 under this Agreement hereunder or under any of the other Transaction Documents or Documents, (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees reasonable attorneys' fees incurred by the Agent or any Lender and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and therefrom, (eiv) all other Attorneys’ Fees 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 Lender of the Banks to collect any of the Borrower's Obligations, and (v) all other reasonable attorneys' fees and out-of-pocket costs and expenses incurred by the Agent relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand of the Banks for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Letter of Credit Application(s) or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 11.3 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement or and/or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and/or administration of this Agreement and/or any of and the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any of the Lenders Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement and/or any of the other Transaction Documents that has been requested by BorrowerDocument, (ii) the preparation of any waiver or consent under this Agreement or and/or under any of the other Transaction Documents Document or (iii) any Default or Event of Default or alleged Default or Event of Default under this AgreementDefault, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ ' Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or and/or any of the other Transaction DocumentsDocument. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction DocumentsDocument. All of the obligations of Borrower under this Section 8.03 7.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agreesThe Partnership will bear and pay the costs and expenses incident to the offering of the Notes, whether including, without limitation, (a) all expenses (including stock transfer taxes) incurred in connection with the delivery to the Initial Purchasers of the Notes, (b) the fees and expenses of the Issuers’ counsel and accountants, (c) the preparation, printing, filing, delivery and shipping of the Preliminary Offering Memorandum and the Offering Memorandum and any amendments or not supplements thereto and the printing, delivery and shipping of this Agreement, the Indenture, the Registration Rights Agreement, all Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales (but not, however, legal fees and expenses of your counsel incurred in connection with any Loan is made of the foregoing other than fees of such counsel plus reasonable disbursements incurred in connection with the preparation, printing and delivery of such Blue Sky Memoranda), (d) the furnishing of copies of such documents to the Initial Purchasers, (e) the issuance and delivery by the Issuers of the Notes and by the Guarantors of the Guarantees and any taxes payable in connection therewith, (f) the qualification of the Notes and Exchange Notes for the offer, issuance and sale under this Agreement the securities or Blue Sky laws of the several states (including, without limitation, the reasonable fees and disbursements of your counsel relating to such registration or qualification), (g) the furnishing of such copies of the Preliminary Offering Memorandum and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales, (h) the preparation of certificates for the Notes (including, without limitation, printing and engraving thereof), (i) the approval of the Notes by DTC for “book-entry” transfer (including fees and expenses of counsel), (j) the rating of the Notes and the Exchange Notes, (k) the obligations of the Trustee, any Letter agent of Credit is issued the Trustee and the counsel for the Trustee in connection with the Indenture, the Notes, the Guarantees, the Exchange Notes and the Exchange Guarantees, (l) the performance by the Inergy Parties of their other obligations under this Agreement, to pay the Agent and each Lender upon demand for (am) all travel expenses, including one-half of the expenses relating to chartered aircraft and all accommodation expenses, of representatives of the Partnership in connection with the offering of the Notes, and (n) all of the other costs and expenses incident to the performance by the Issuers of the offering of the Notes; provided, that the Initial Purchasers will bear and pay all of their own costs and expenses, including the fees and expenses of counsel, and any advertising costs and expenses incurred by any of the Initial Purchasers incident to the offering of the Notes. If this Agreement is terminated by you in accordance with the provisions of Section 10, the Issuers shall reimburse the Initial Purchasers for all of their reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by expenses, including the Agent in connection with the preparation, documentation, negotiation, execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search reasonable fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any disbursements of 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 under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary other similar taxes which may be payable with respect counsel to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this AgreementInitial Purchasers.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement hereunder or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender of the Banks upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of the Agent in connection with the preparation, documentation, negotiation, negotiation and execution and/or administration of this Agreement and/or any Agreement, the Notes, the Letter of Credit Applications and the other Transaction Documents, (bii) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (ciii) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of the Agent or any and each of the Lenders Banks in connection with the (iA) the preparation, documentation, negotiation and execution of any amendment, modification, extension or renewal of this Agreement Agreement, the Notes, the Letter of Credit Applications and/or any of the other Transaction Documents that has been requested by BorrowerDocuments, (iiB) the preparation of any waiver or consent under this Agreement hereunder or under any of the other Transaction Documents or (iiiC) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (div) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ev) all other Attorneys’ ' Fees incurred by the Agent or any Lender of the Banks relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand of the Banks for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Letter of Credit Applications or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 10.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agreesBorrowers jointly and severally agree, whether or not any Loan is made under this Agreement or any Letter hereunder, to pay Agent upon demand (i) all reasonable out-of-pocket costs and expenses and Attorneys’ Fees of Credit is issued under Agent in connection with the preparation, documentation, negotiation and execution of this Agreement, to pay the Agent Notes and each Lender upon demand for the other Transaction Documents, (aii) 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 incurred by the of Agent in connection with the preparation, documentation, negotiation, execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any of 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 under this Agreement hereunder or under any of the other Transaction Documents amendment hereof or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (div) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees incurred by Agent and each of the Agent or any Lender Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ev) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction DocumentsDocuments subsequent to the date hereof. Borrower The Borrowers further agrees jointly and severally agree to pay or reimburse the Agent and each Lender upon demand of the Lenders for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Security Agreements, the Deeds of Trust, the Patent, Trademark and License Security Agreements, the Pledge Agreements or any of the other Transaction Documents. All of the obligations of Borrower the Borrowers under this Section 8.03 9.3 shall survive the satisfaction and payment of the Borrower’s 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. Borrower agrees, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent Lender in connection with the preparation, documentation, negotiation, negotiation and/or execution and/or administration of this Agreement and/or any of and the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any of the Lenders Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement and/or any of the other Transaction Documents that has been requested by BorrowerDocument, (ii) the preparation of any waiver or consent under this Agreement or and/or under any of the other Transaction Documents Document or (iii) any Default or Event of Default or alleged Default or Event of Default under this AgreementDefault, and (d) 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 the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other therefrom. Notwithstanding the foregoing, Borrowers shall not be required to reimburse costs, expenses, fees or Attorneys’ Fees incurred by the Agent of Lender arising from Lender’s gross negligence or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentswillful misconduct. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction DocumentsDocument. All of the obligations of Borrower under this Section 8.03 7.03 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any the ----------------- Loan is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent in connection with the preparation, documentation, negotiation, execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any of 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 under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ ' Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 10.04 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement hereunder or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by reasonable attorneys' fees of the Agent and/or each of the Lenders in connection with the preparation, documentation, negotiation, execution execution, amendment, modification, extension and/or administration renewal of this Agreement and/or any Agreement, the Notes, the Letter of the other Transaction Documents, (bCredit Application(s) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (cii) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by reasonable attorneys' fees of the Agent or any and/or each of 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 under this Agreement hereunder or under any of the other Transaction Documents or Documents, (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees reasonable attorneys' fees incurred by the Agent or any Lender and/or each of the Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and therefrom, (eiv) all other Attorneys’ Fees out-of-pocket costs and expenses and all reasonable attorneys' fees incurred by the Agent and/or each of the Lenders in connection with the enforcement of any rights and/or remedies of the Agent or any Lender of the Lenders to collect any of the Obligations, and (v) all other reasonable attorneys' fees and out-of-pocket costs and expenses incurred by the Agent and/or each of the Lenders relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents, including, without limitation, the fees and costs for the surveys on the Vessels completed prior to the date hereof, the fees and costs of surveys on the Vessels (including the completed MIDNIGHT EXPRESS) contemplated by Section 6.4, and the fees and costs of Lenders' Inspector. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand of the Lenders for any documentary stamp or other similar taxes or costs which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Letter of Credit Application(s) or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 11.3 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this Agreement. As used herein, "attorneys' fees" shall include, without limitation, fees on a solicitor and its own client basis and extra-judicial fees.

Cost and Expenses. Borrower agreesThe Borrowers jointly and severally agree, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent in connection with (i) the preparation, documentation, negotiation, execution execution, administration and/or administration enforcement of this 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 and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any of the Lenders Lender 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 under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower The Borrowers further agrees jointly and severally agree to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower Borrowers under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s Obligations owed by any one or more of the Borrowers and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement hereunder or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender of the Banks upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of the Agent in connection with the preparation, documentation, negotiation, negotiation and execution and/or administration of this Agreement and/or any Agreement, the 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, (bii) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (ciii) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of the Agent or any and each of the Lenders Banks in connection with the (iA) the preparation, documentation, negotiation and execution of any amendment, modification, extension or renewal of this Agreement Agreement, the Notes, the Letter of Credit Applications and/or any of the other Transaction Documents that has been requested by BorrowerDocuments, (iiB) the preparation of any waiver or consent under this Agreement hereunder or under any of the other Transaction Documents or (iiiC) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (div) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ev) all other Attorneys’ ' Fees incurred by the Agent or any Lender of the Banks relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand of the Banks for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Letter of Credit Applications or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 10.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement hereunder or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by reasonable attorneys' fees of the Agent in connection with the preparation, documentation, negotiation, execution execution, amendment, modification, extension and/or administration renewal of this Agreement and/or any Agreement, the Notes, the Letter of the other Transaction Documents, (bCredit Application(s) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (cii) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by reasonable attorneys' fees of the Agent or any of 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 under this Agreement hereunder or under any of the other Transaction Documents or Documents, (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees reasonable attorneys' fees incurred by the Agent or any Lender and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and therefrom, (eiv) all other Attorneys’ Fees 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 Lender of the Banks to collect any of the Borrower=s Obligations, and (v) all other reasonable attorneys' fees and out-of-pocket costs and expenses incurred by the Agent relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand of the Banks for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Letter of Credit Application(s) or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 11.3 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of each of the Agent Agents in connection with the preparation, documentation, negotiation, execution and/or and administration of this Agreement and/or any of Agreement, the Notes and the other Transaction Documents, (bii) all reasonable recording, filing and search fees and expenses incurred by the Administrative Agent or any Lender in connection with this Agreement and the other Transaction Documents, (ciii) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by of each of the Agent or any Agents and each of 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 under this Agreement hereunder or under any of the other Transaction Documents amendment hereof or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (div) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by each of the Agent or any Lender Agents and each of the Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ev) all other Attorneys’ ' Fees incurred by each of the Agent or any Lender 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. The Borrower further agrees to pay or reimburse the Agent Agents and each Lender upon demand of the Lenders for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Pledge Agreement, the Subsidiary Guaranties or any of the other Transaction Documents. All of the obligations of the Borrower under this Section 8.03 10.3 shall survive the satisfaction and payment of the Borrower’s '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. Borrower agrees, whether or not any Loan is ------------------- made under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent Lender in connection with the preparation, documentation, negotiation, execution and/or administration of this Agreement Agreement, the Notes and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any of the Lenders Lender in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement Agreement, the Notes and/or any of the other Transaction Documents that has been requested by BorrowerDocuments, (ii) the preparation of any waiver or consent under this Agreement or and/or under any of the other Transaction Documents Document or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ ' Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or and/or any of the other Transaction DocumentsDocument. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 7.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agreesBorrowers agree, whether or not ----------------- any Loan is made under this Agreement or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the of Agent in connection with the preparation, documentation, negotiation, negotiation and execution and/or administration of this Agreement and/or any of Agreement, the Notes and the other Transaction Documents, (b) all recording, recording and filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the of Agent or any of 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 under this Agreement hereunder or under any amendment hereof, (d) all out-of-pocket costs and expenses and all Attorneys' Fees of Agent and each of the other Transaction Documents Lenders in connection with or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (de) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by Agent and each of the Agent or any Lender Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ef) all other Attorneys’ ' Fees incurred by Agent and each of the Agent or any Lender Lenders relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower The Borrowers further agrees agree to pay or reimburse the Agent and each Lender upon demand of the Lenders for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Notes, the Security Agreement and/or or any of the other Transaction Documents. All of the obligations of Borrower Borrowers under this Section 8.03 10.3 shall survive the satisfaction and payment of the Borrower’s Obligations ------------ and the termination of this Agreement.

Cost and Expenses. Borrower Xxxxxxxx agrees, whether or not any Loan is made under this Agreement hereunder or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by reasonable attorneys' fees of the Agent in connection with the preparation, documentation, negotiation, execution execution, amendment, modification, extension and/or administration renewal of this Agreement and/or any Agreement, the Notes, the Letter of the other Transaction Documents, (bCredit Application(s) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (cii) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by reasonable attorneys' fees of the Agent or any of 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 under this Agreement hereunder or under any of the other Transaction Documents or Documents, (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees reasonable attorneys' fees incurred by the Agent or any Lender and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and therefrom, (eiv) all other Attorneys’ Fees 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 Lender of the Banks to collect any of the Borrower's Obligations, and (v) all other reasonable attorneys' fees and out-of-pocket costs and expenses incurred by the Agent relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower Xxxxxxxx further agrees to pay or reimburse the Agent and each Lender upon demand of the Banks for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Letter of Credit Application(s) or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 11.3 shall survive the satisfaction and payment of the Borrower’s Xxxxxxxx's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agreesBorrowers agree, whether or not any ----------------- Loan is made under this Agreement or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the of Agent in connection with the preparation, documentation, negotiation, negotiation and execution and/or administration of this Agreement and/or any of Agreement, the Notes and the other Transaction Documents, (b) all recording, recording and filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the of Agent or any of 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 under this Agreement hereunder or under any amendment hereof, (d) all out-of-pocket costs and expenses and all Attorneys' Fees of Agent and each of the other Transaction Documents Lenders in connection with or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreementhereunder, (de) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by Agent and each of the Agent or any Lender Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (ef) all other Attorneys’ ' Fees incurred by Agent and each of the Agent or any Lender Lenders relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower The Borrowers further agrees agree to pay or reimburse the Agent and each Lender upon demand of the Lenders for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Notes, the Security Agreement and/or or any of the other Transaction Documents. All of the obligations of Borrower Borrowers under this Section 8.03 10.3 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender U.S. Bank upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent and U.S. Bank in connection with the preparation, documentation, negotiation, negotiation and/or execution and/or administration of this Agreement and/or any of and the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender and U.S. Bank in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any of the Lenders and U.S. Bank in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement and/or any of the other Transaction Documents that has been requested by BorrowerDocument, (ii) the preparation of any waiver or consent under this Agreement or and/or under any of the other Transaction Documents Document or (iii) any Default or Event of Default or alleged Default or Event of Default under this AgreementDefault, and (d) 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 the Agent or any and each Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other therefrom. Notwithstanding the foregoing, Borrowers shall not be required to reimburse costs, expenses, fees or Attorneys’ Fees incurred by the of Agent or any Lender relating to arising from Agent’s or arising out of a Lender’s gross negligence or in connection with this Agreement or any of the other Transaction Documentswillful misconduct. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction DocumentsDocument. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement hereunder or any Letter of Credit is issued under this Agreementhereunder, to pay the Agent and each Lender upon demand for (ai) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by reasonable attorneys' fees of the Agent in connection with the preparation, documentation, negotiation, execution execution, amendment, modification, extension and/or administration renewal of this Agreement and/or any Agreement, the Notes, the Letter of the other Transaction Documents, (bCredit Application(s) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (cii) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by reasonable attorneys' fees of the Agent or any of 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 under this Agreement hereunder or under any of the other Transaction Documents or Documents, (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees reasonable attorneys' fees incurred by the Agent or any Lender and each of the Banks in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and therefrom, (eiv) all other Attorneys’ Fees out-of-pocket costs and expenses and all reasonable attorneys' fees of the Agent in connection with recording the Collateral Mortgages, Deeds of Trust, Preferred Ship Mortgages and UCC-1 Financing Statements executed in connection therewith or in connection with the Security Agreements; (v) if an Event of Default occurs, all out-of-pocket costs and expenses and all reasonable attorneys' fees of the Agent in connection with recording the Florida Mortgages; (vi) if an Event of Default occurs, all reasonable out-of-pocket costs and expenses for appraisals, title insurance, environmental site assessments and surveys of the Property of Borrower and each Subsidiary incurred by the Agent and each of the Banks, (vii) 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 Lender of the Banks to collect any of the Obligations, and (viii) all other reasonable attorneys' fees and out-of-pocket costs and expenses incurred by the Agent relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand of the Banks for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Notes, the Letter of Credit Application(s) or any of the other Transaction DocumentsDocuments (provided that Borrower shall not be obligated to reimburse Agent for costs of recording the Florida Mortgages until the occurrence of an Event of Default). All of the obligations of Borrower under this Section 8.03 11.3 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay or reimburse the Agent and each Lender Bank upon demand for (a) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys’ Fees expenses up to a maximum amount of $3,000.00) incurred by the Agent in connection with the preparation, documentation, negotiation, negotiation and/or execution and/or administration of this Agreement and/or any of the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and and/or any of the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and all Attorneys’ Fees expenses) incurred by the Agent or any of the Lenders in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement and/or any of the other Transaction Documents that has been requested by Borrower, or (ii) the preparation of any waiver or consent under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, and (d) 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 Lender Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documentstherefrom. Borrower further agrees to pay or reimburse the Agent and each Lender Bank upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations and the termination of this Agreement.

Cost and Expenses. Borrower agreesThe Borrowers jointly and severally agree, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent in connection with (i) the preparation, documentation, negotiation, execution execution, administration and/or administration enforcement of this 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 and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any of the Lenders Lender 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 under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ ' Fees incurred by the Agent or any Lender in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ ' Fees incurred by the Agent or any Lender relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower The Borrowers further agrees jointly and severally agree to pay or reimburse the Agent and each Lender upon demand for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or any of the other Transaction Documents. All of the obligations of Borrower Borrowers under this Section 8.03 shall survive the satisfaction and payment of the Borrower’s 's Obligations owed by any one or more of the Borrowers and the termination of this Agreement.

Cost and Expenses. Borrower agrees, whether or not any Loan is made under this Agreement or any Letter of Credit is issued under this Agreement, to pay the Agent and each Lender or reimburse Bank upon demand for (a) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent of Bank in connection with the preparation, documentation, negotiation, negotiation and execution and/or administration of this Agreement and/or any Agreement, the Note, the Letter of Credit Applications and the other Transaction Documents, (b) all recording, filing and search fees and expenses incurred by the Agent or any Lender in connection with this Agreement and the other Transaction Documents, (c) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any of the Lenders Bank in connection with the (i) the preparation, documentation, negotiation and execution of any amendment, modification, extension extension, renewal or renewal restatement of this Agreement Agreement, the Note, the Letter of Credit Applications and/or any of the other Transaction Documents that has been requested by BorrowerDocuments, (ii) the preparation of any waiver or consent under this Agreement or under any of the other Transaction Documents or (iii) any Default or Event of Default or alleged Default or Event of Default under this Agreement, (d) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees incurred by the Agent or any Lender Bank in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (e) all other Attorneys’ Fees incurred by the Agent or any Lender Bank relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents. Borrower further agrees to pay or reimburse the Agent and each Lender upon demand Bank for any documentary stamp or other similar taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement and/or Agreement, the Note, the Letter of Credit Applications or any of the other Transaction Documents. All of the obligations of Borrower under this Section 8.03 7.03 shall survive the satisfaction and payment of the Borrower’s Obligations and the termination of this Agreement.