Common use of Expenses; Proceeds of Collateral Clause in Contracts

Expenses; Proceeds of Collateral. The Borrower shall pay on demand all reasonable expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with Bank's exercise, preservation or enforcement of any of its rights, remedies or options hereunder, including, without limitation, fees of outside legal counsel or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses and any fees or expenses associated with travel or other costs relating to any appraisals or examinations conducted in connection with the loan or any collateral therefor, and the amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any collateral. Without limiting the foregoing, the Bank shall have the right to recover its out-of-pocket costs in connection with the administration of the Loan, and to recover its out-of-pocket costs and/or collect fees in connection with requests for consents and waivers of compliance with covenants, or other material changes in the Loan. After deducting all of said expenses and the reasonable expenses of retaking, holding, preparing for sale, selling and the like, the residue of any proceeds of collections of sale of the Collateral shall be applied to the payment of principal of or interest on the Loan in such order or preference as the Bank may determine, and any excess shall be returned to the Borrower (subject to the provisions of the Uniform Commercial Code) and the Borrower shall remain liable for any deficiency.

Expenses; Proceeds of Collateral. The Irrespective of whether the proceeds of the Revolving Line are disbursed, Borrower shall pay on demand all reasonable expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with Bank's exercise, preservation or enforcement of any of its rights, remedies or options hereunderfees and expenses, including, without limitation, legal fees of outside legal counsel and expenses, filing fees, insurance premiums and expenses, appraisal fees, recording costs and taxes (except taxes measured by Bank’s income) incurred by Bank or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses and any fees or expenses associated with travel or other costs relating Borrower from time to any appraisals or examinations conducted time in connection with the loan or any collateral thereforpreparation and closing, filing, administration, amendment and modification of the Revolving Line, this Agreement, the Notes, and the amount other Loan Documents and those documents and instruments associated with the perfection and creation of the security interests and other rights granted pursuant hereto or pursuant to any of the other Loan Documents and Bank’s selling, negotiating, documenting and/or enforcing participations in the Revolving Line and the Loan Documents. Borrower shall pay to Bank on demand any and all such fees and expenses shallincurred or paid by Bank, until paidtogether with any and all fees, bear interest at expenses and costs (a) of collection or (b) otherwise incurred or paid by Bank in protecting, enforcing or realizing its rights upon or with respect to any of the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any collateral. Without limiting the foregoingLiabilities, the Bank shall have Loan Documents or the right to recover its out-of-pocket costs Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with the administration of the Loan, and to recover its out-of-pocket costs and/or collect fees in connection with requests for consents and waivers of compliance with covenants, any appeal or other material changes in the Loanany bankruptcy proceedings). After deducting all of said expenses fees and the reasonable expenses of retaking, holding, preparing for sale, selling and the likeexpenses, the residue of any proceeds of collections of collection or sale of the Liabilities or Collateral shall be applied to the payment of principal of Liabilities and interest, charges and expenses constituting or interest on related to the Loan Liabilities in such order or of preference as the Bank may determine, and any excess shall be returned proper allowance for Liabilities not then due being made, and, to the extent allowed by law, without limiting any of Borrower’s or any guarantor’s obligations or any of Bank’s rights under the Loan Documents, Borrower (subject to the provisions of the Uniform Commercial Code) and the Borrower guarantors shall remain liable for any deficiency.

Expenses; Proceeds of Collateral. The Irrespective of whether the proceeds of the Revolving Line are disbursed, Borrower shall pay on demand all reasonable expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with Bank's exercise, preservation or enforcement of any of its rights, remedies or options hereunderfees and expenses, including, without limitation, legal fees of outside legal counsel and expenses, filing fees, insurance premiums and expenses, appraisal fees, recording costs and taxes (except taxes measured by Bank’s income) incurred by Bank or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses and any fees or expenses associated with travel or other costs relating Borrower from time to any appraisals or examinations conducted time in connection with the loan or any collateral thereforpreparation and closing, filing, administration, amendment and modification of the Revolving Line, this Agreement, the Note and the amount other Loan Documents and those documents and instruments associated with the perfection and creation of the security interests and other rights granted pursuant hereto or pursuant to any of the other Loan Documents and Bank’s selling, negotiating, documenting and/or enforcing participations in the Revolving Line and the Loan Documents. Borrower shall pay to Bank on demand any and all such fees and expenses shallincurred or paid by Bank, until paidtogether with any and all fees, bear interest at expenses and costs (a) of collection or (b) otherwise incurred or paid by Bank in protecting, enforcing or realizing its rights upon or with respect to any of the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any collateral. Without limiting the foregoingLiabilities, the Bank shall have Loan Documents or the right to recover its out-of-pocket costs Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with the administration of the Loan, and to recover its out-of-pocket costs and/or collect fees in connection with requests for consents and waivers of compliance with covenants, any appeal or other material changes in the Loanany bankruptcy proceedings). After deducting all of said expenses fees and the reasonable expenses of retaking, holding, preparing for sale, selling and the likeexpenses, the residue of any proceeds of collections of collection or sale of the Liabilities or Collateral shall be applied to the payment of principal of Liabilities and interest, charges and expenses constituting or interest on related to the Loan Liabilities in such order or of preference as the Bank may determine, and any excess shall be returned proper allowance for Liabilities not then due being made, and, to the extent allowed by law, without limiting any of Borrower’s or any Guarantors’ obligations or any of Bank’s rights under the Loan Documents, Borrower (subject to the provisions of the Uniform Commercial Code) and the Borrower Guarantors shall remain liable for any deficiency. In addition and without limiting the foregoing, Borrower shall pay and shall indemnify Bank for all fees, losses, costs and expenses incurred by Bank in connection with the L/C’s and/or the L/C Documents, including, without limitation, legal fees and expenses, arising from or related to the L/C’s and/or the L/C Documents.

Expenses; Proceeds of Collateral. The Irrespective of whether the proceeds of the Revolving Line are disbursed, Borrower shall pay on demand all reasonable expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with Bank's exercise, preservation or enforcement of any of its rights, remedies or options hereunderfees and expenses, including, without limitation, legal fees of outside legal counsel and expenses, filing fees, insurance premiums and expenses, appraisal fees, recording costs and taxes (except taxes measured by Bank's income) incurred by Bank or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses and any fees or expenses associated with travel or other costs relating Borrower from time to any appraisals or examinations conducted time in connection with the loan or any collateral thereforpreparation and closing, filing, administration, amendment and modification of the Revolving Line, this Agreement, the Note, and the amount other Loan Documents and those documents and instruments associated with the perfection and creation of the security interests and other rights granted pursuant hereto or pursuant to any of the other Loan Documents and Bank's selling, negotiating, documenting and/or enforcing participations in the Revolving Line and the Loan Documents. Borrower shall pay to Bank on demand any and all such fees and expenses shallincurred or paid by Bank, until paidtogether with any and all fees, bear interest at expenses and costs (a) of collection or (b) otherwise incurred or paid by Bank in protecting, enforcing or realizing its rights upon or with respect to any of the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any collateral. Without limiting the foregoingLiabilities, the Bank shall have Loan Documents or the right to recover its out-of-pocket costs Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with the administration of the Loan, and to recover its out-of-pocket costs and/or collect fees in connection with requests for consents and waivers of compliance with covenants, any appeal or other material changes in the Loanany bankruptcy proceedings). After deducting all of said expenses fees and the reasonable expenses of retaking, holding, preparing for sale, selling and the likeexpenses, the residue of any proceeds of collections of collection or sale of the Liabilities or Collateral shall be applied to the payment of principal of Liabilities and interest, charges and expenses constituting or interest on related to the Loan Liabilities in such order or of preference as the Bank may determine, and any excess shall be returned proper allowance for Liabilities not then due being made, and, to the extent allowed by law, without limiting any of Borrower's or any guarantor's obligations or any of Bank's rights under the Loan Documents, Borrower (subject to the provisions of the Uniform Commercial Code) and the Borrower guarantors shall remain liable for any deficiency. In addition and without limiting the foregoing, Borrower shall pay and shall indemnify Bank for all fees, losses, costs and expenses incurred by Bank in connection with the L/C's and/or the L/C Documents, including, without limitation, legal fees and expenses, arising from or related to the L/C's and/or the L/C Documents.

Expenses; Proceeds of Collateral. The Irrespective of whether the proceeds of the Revolving Line are disbursed, Borrower shall pay on demand all reasonable expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with Bank's exercise, preservation or enforcement of any of its rights, remedies or options hereunderfees and expenses, including, without limitation, legal fees of outside legal counsel and expenses, filing fees, insurance premiums and expenses, appraisal fees, recording costs and taxes incurred by Bank or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses and any fees or expenses associated with travel or other costs relating Borrower from time to any appraisals or examinations conducted time in connection with the loan or any collateral thereforpreparation and closing, filing, administration, amendment, and modification of the amount Revolving Line, this Agreement, the Note, and other Loan Documents and those documents and instruments associated with the perfection and creation of the security interests granted pursuant hereto or pursuant to any of the other Loan Documents. Borrower shall pay to Bank on demand any and all such fees and expenses shalltogether with any and all fees, until paid, bear interest at expenses and costs of (a) collection or (b) otherwise incurred or paid by Bank in protecting or enforcing its rights upon or with respect to any of the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any collateral. Without limiting the foregoingLiabilities, the Bank shall have Loan Documents or the right to recover its out-of-pocket costs in connection with the administration of the LoanCollateral (including, and to recover its out-of-pocket costs and/or collect fees in connection with requests for consents and waivers of compliance with covenantswithout limitation, or other material changes in the Loanreasonable counsel fees). After deducting all of said expenses and the reasonable expenses of retaking, holding, preparing for sale, selling and the likeexpenses, the residue of any proceeds of collections of collection or sale of the Liabilities or Collateral shall be applied to the payment of principal of or of, interest on on, and charges and expenses related to the Loan Liabilities in such order or preference as the Bank may determine, proper allowance for interest on Liabilities not then due being made, and any excess shall be returned to the Borrower (subject to the provisions of the Uniform Commercial Code) and the Borrower shall remain liable for any deficiency.

Expenses; Proceeds of Collateral. The Borrower shall pay on demand all reasonable expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with Bank's exercise, preservation or enforcement of any of its rights, remedies or options hereunder, including, without limitation, fees of outside legal counsel or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses and any fees or expenses associated with travel or <PAGE> 17 other costs relating to any appraisals or examinations conducted in connection with the loan or any collateral therefor, and the amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any collateral. Without limiting the foregoing, the Bank shall have the right to recover its out-of-pocket costs in connection with the administration of the Loan, and to recover its out-of-pocket costs and/or collect fees in connection with requests for consents and waivers of compliance with covenants, or other material changes in the Loan. After deducting all of said expenses and the reasonable expenses of retaking, holding, preparing for sale, selling and the like, the residue of any proceeds of collections of sale of the Collateral collateral shall be applied to the payment of principal of or interest on the Loan in such order or preference as the Bank may determine, and any excess shall be returned to the Borrower (subject to the provisions of the Uniform Commercial Code) and the Borrower shall remain liable for any deficiency.

Expenses; Proceeds of Collateral. The Irrespective of whether the proceeds of the Revolving Line are disbursed, Borrower shall pay on demand all reasonable expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with Bank's exercise, preservation or enforcement of any of its rights, remedies or options hereunderfees and expenses, including, without limitation, legal fees of outside legal counsel and expenses, filing fees, insurance premiums and expenses, appraisal fees, recording costs and taxes (except taxes measured by Bank’s income) incurred by Bank or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses and any fees or expenses associated with travel or other costs relating Borrower from time to any appraisals or examinations conducted time in connection with the loan or any collateral thereforpreparation and closing, filing, administration, amendment and modification of the Revolving Line, this Credit Agreement, the Note, and the amount other Loan Documents and those documents and instruments associated with the perfection and creation of the security interests and other rights granted pursuant hereto or pursuant to any of the other Loan Documents and Bank’s selling, negotiating, documenting and/or enforcing participations in the Revolving Line and the Loan Documents. Borrower shall pay to Bank on demand any and all such fees and expenses shallincurred or paid by Bank, until paidtogether with any and all fees, bear interest at expenses and costs (a) of collection or (b) otherwise incurred or paid by Bank in protecting, enforcing or realizing its rights upon or with respect to any of the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any collateral. Without limiting the foregoingLiabilities, the Bank shall have Loan Documents or the right to recover its out-of-pocket costs Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with the administration of the Loan, and to recover its out-of-pocket costs and/or collect fees in connection with requests for consents and waivers of compliance with covenants, any appeal or other material changes in the Loanany bankruptcy proceedings). After deducting all of said expenses fees and the reasonable expenses of retaking, holding, preparing for sale, selling and the likeexpenses, the residue of any proceeds of collections of collection or sale of the Liabilities or Collateral shall be applied to the payment of principal of Liabilities and interest, charges and expenses constituting or interest on related to the Loan Liabilities in such order or of preference as the Bank may determine, and any excess shall be returned proper allowance for Liabilities not then due being made, and, to the extent allowed by law, without limiting any of Borrower’s or any guarantor’s obligations or any of Bank’s rights under the Loan Documents, Borrower (subject to the provisions of the Uniform Commercial Code) and the Borrower guarantors shall remain liable for any deficiency. In addition and without limiting the foregoing, Borrower shall pay and shall indemnify Bank for all fees, losses, costs and expenses incurred by Bank in connection with the letters of credit and/or the letters of credit documents, including, without limitation, legal fees and expenses, arising from or related to the letters of credit and/or the letters of credit documents.

Expenses; Proceeds of Collateral. The Irrespective of whether the proceeds of the Loan are disbursed, Borrower shall pay on demand all reasonable expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with Bank's exercise, preservation or enforcement of any of its rights, remedies or options hereunderfees and expenses, including, without limitation, legal fees of outside legal counsel and expenses, filing fees, insurance premiums and expenses, appraisal fees, recording costs and taxes (except taxes measured by Bank’s income) incurred by Bank or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses and any fees or expenses associated with travel or other costs relating Borrower from time to any appraisals or examinations conducted time in connection with the loan or any collateral thereforpreparation and closing, filing, administration, amendment and modification of the Loan and the amount Loan Documents and those documents and instruments associated with the perfection and creation of the security interests and other rights granted pursuant hereto or pursuant to any of the other Loan Documents and Bank’s selling, negotiating, documenting and/or enforcing participations in the Loan and the Loan Documents. Borrower shall pay to Bank on demand any and all such fees and expenses shallincurred or paid by Bank, until paidtogether with any and all fees, bear interest at expenses and costs (a) of collection or (b) otherwise incurred or paid by Bank in protecting, enforcing or realizing its rights upon or with respect to any of the rate applicable to principal hereunder (including any default rate) and be an obligation secured by any collateral. Without limiting the foregoingLiabilities, the Bank shall have Loan Documents or the right to recover its out-of-pocket costs Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with the administration of the Loan, and to recover its out-of-pocket costs and/or collect fees in connection with requests for consents and waivers of compliance with covenants, any appeal or other material changes in the Loanany bankruptcy proceedings). After deducting all of said expenses fees and the reasonable expenses of retaking, holding, preparing for sale, selling and the likeexpenses, the residue of any proceeds of collections of collection or sale of the Liabilities or Collateral shall be applied to the payment of principal of Liabilities and interest, charges and expenses constituting or interest on related to the Loan Liabilities in such order or of preference as the Bank may determine, and any excess shall be returned proper allowance for Liabilities not then due being made, and, to the extent allowed by law, without limiting any of Borrower’s or any guarantor’s obligations or any of Bank’s rights under the Loan Documents, Borrower (subject to the provisions of the Uniform Commercial Code) and the Borrower guarantors shall remain liable for any deficiency. Borrower hereby authorizes Bank to debit such and all other taxes, charges and expenses provided for in this Agreement to Borrower’s Loan Account.