Common use of Expenses; Proceeds of Collateral Clause in Contracts

Expenses; Proceeds of Collateral. Irrespective of whether the proceeds of the Revolving Line are disbursed, Borrower shall pay all fees and expenses, including, without limitation, legal fees 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 Borrower from time to time in connection with the preparation and closing, filing, administration, amendment and modification of the Revolving Line, this Agreement, the Note, and the 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 incurred or paid by Bank, together with any and all fees, 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 Liabilities, the Loan Documents or the Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with any appeal or any bankruptcy proceedings). After deducting all of said fees and expenses, the residue of any proceeds of collection or sale of Liabilities or Collateral shall be applied to the Liabilities and interest, charges and expenses constituting or related to the Liabilities in such order of preference as Bank may determine, 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 and 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. Irrespective of whether the proceeds of the Revolving Line are disbursed, The Borrower shall pay on demand all fees and expensesreasonable 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 expenses, filing fees, insurance premiums and expenses, appraisal fees, recording any fees or expenses associated with travel or <PAGE> 17 other costs and taxes (except taxes measured by Bank's income) incurred by Bank relating to any appraisals or Borrower from time to time examinations conducted in connection with the preparation and closing, filing, administration, amendment and modification of the Revolving Line, this Agreement, the Noteloan or any collateral therefor, and the other Loan Documents and those documents and instruments associated with the perfection and creation amount 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 expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any default rate) and expenses incurred or paid be an obligation secured by Bank, together with any and all fees, 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 collateral. Without limiting the Liabilitiesforegoing, the Loan Documents or Bank shall have the Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred right to recover its out-of-pocket costs in connection with any appeal 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 any bankruptcy proceedings)other material changes in the Loan. After deducting all of said fees expenses and expensesthe reasonable expenses of retaking, holding, preparing for sale, selling and the like, the residue of any proceeds of collection or collections of sale of Liabilities or Collateral the collateral shall be applied to the Liabilities and interest, charges and expenses constituting payment of principal of or related to interest on the Liabilities Loan in such order of or preference as the Bank may determine, proper allowance for Liabilities not then due being made, and, and any excess shall be returned to the extent allowed by law, without limiting any Borrower (subject to the provisions of Borrower's or any guarantor's obligations or any of Bank's rights under the Loan Documents, Uniform Commercial Code) and the Borrower and 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. Irrespective of whether the proceeds of the Revolving Line are disbursed, Borrower shall pay all fees and expenses, including, without limitation, legal fees 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 Borrower from time to time in connection with the preparation and closing, filing, administration, amendment amendment, and modification of the Revolving Line, this Agreement, the Note, and the 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 incurred or paid by Bank, together with any and all fees, expenses and costs of (a) of collection or (b) otherwise incurred or paid by Bank in protecting, protecting or enforcing or realizing its rights upon or with respect to any of the Liabilities, the Loan Documents or the Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with any appeal or any bankruptcy proceedings). After deducting all of said fees and expenses, the residue of any proceeds of collection or sale of Liabilities or Collateral shall be applied to the Liabilities payment of principal of, interest on, and interest, charges and expenses constituting or related to the Liabilities in such order of or preference as Bank may determine, proper allowance for interest on Liabilities not then due being made, and, and any excess shall be returned 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 and guarantors Borrower 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. Irrespective of whether the proceeds of the Revolving Line are disbursed, The Borrower shall pay on demand all fees and expensesreasonable 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 expenses, filing fees, insurance premiums and expenses, appraisal fees, recording any fees or expenses associated with travel or other costs and taxes (except taxes measured by Bank's income) incurred by Bank relating to any appraisals or Borrower from time to time examinations conducted in connection with the preparation and closing, filing, administration, amendment and modification of the Revolving Line, this Agreement, the Noteloan or any collateral therefor, and the other Loan Documents and those documents and instruments associated with the perfection and creation amount 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 expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any default rate) and expenses incurred or paid be an obligation secured by Bank, together with any and all fees, 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 collateral. Without limiting the Liabilitiesforegoing, the Loan Documents or Bank shall have the Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred right to recover its out-of-pocket costs in connection with any appeal 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 any bankruptcy proceedings)other material changes in the Loan. After deducting all of said fees expenses and expensesthe reasonable expenses of retaking, holding, preparing for sale, selling and the like, the residue of any proceeds of collection or collections of sale of Liabilities or the Collateral shall be applied to the Liabilities and interest, charges and expenses constituting payment of principal of or related to interest on the Liabilities Loan in such order of or preference as the Bank may determine, proper allowance for Liabilities not then due being made, and, and any excess shall be returned to the extent allowed by law, without limiting any Borrower (subject to the provisions of Borrower's or any guarantor's obligations or any of Bank's rights under the Loan Documents, Uniform Commercial Code) and the Borrower and 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. Irrespective of whether the proceeds of the Revolving Line Loan are disbursed, Borrower shall pay all fees and expenses, including, without limitation, legal fees and expenses, filing fees, insurance premiums and expenses, appraisal fees, recording costs and taxes (except taxes measured by Bank's ’s income) incurred by Bank or Borrower from time to time in connection with the preparation and closing, filing, administration, amendment and modification of the Revolving Line, this Agreement, the Note, Loan and the 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 ’s selling, negotiating, documenting and/or enforcing participations in the Revolving Line Loan and the Loan Documents. Borrower shall pay to Bank on demand any and all such fees and expenses incurred or paid by Bank, together with any and all fees, 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 Liabilities, the Loan Documents or the Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with any appeal or any bankruptcy proceedings). After deducting all of said fees and expenses, the residue of any proceeds of collection or sale of Liabilities or Collateral shall be applied to the Liabilities and interest, charges and expenses constituting or related to the Liabilities in such order of preference as Bank may determine, proper allowance for Liabilities not then due being made, and, to the extent allowed by law, without limiting any of Borrower's ’s or any guarantor's ’s obligations or any of Bank's ’s rights under the Loan Documents, Borrower and guarantors shall remain liable for any deficiency. In addition Borrower hereby authorizes Bank to debit such and without limiting the foregoingall other taxes, Borrower shall pay and shall indemnify Bank for all fees, losses, costs charges and expenses incurred by Bank provided for in connection with the L/C's and/or the L/C Documents, including, without limitation, legal fees and expenses, arising from or related this Agreement to the L/C's and/or the L/C DocumentsBorrower’s Loan Account.

Expenses; Proceeds of Collateral. Irrespective of whether the proceeds of the Revolving Line are disbursed, Borrower shall pay all fees and expenses, including, without limitation, legal fees and expenses, filing fees, insurance premiums and expenses, appraisal fees, recording costs and taxes (except taxes measured by Bank's ’s income) incurred by Bank or Borrower from time to time in connection with the preparation and closing, filing, administration, amendment and modification of the Revolving Line, this Agreement, the Note, Note and the 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 ’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 incurred or paid by Bank, together with any and all fees, 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 Liabilities, the Loan Documents or the Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with any appeal or any bankruptcy proceedings). After deducting all of said fees and expenses, the residue of any proceeds of collection or sale of Liabilities or Collateral shall be applied to the Liabilities and interest, charges and expenses constituting or related to the Liabilities in such order of preference as Bank may determine, proper allowance for Liabilities not then due being made, and, to the extent allowed by law, without limiting any of Borrower's ’s or any guarantor's Guarantors’ obligations or any of Bank's ’s rights under the Loan Documents, Borrower and guarantors 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 ’s and/or the L/C Documents, including, without limitation, legal fees and expenses, arising from or related to the L/C's ’s and/or the L/C Documents.. REVOLVING CREDIT AND SECURITY AGREEMENT-Page 14

Expenses; Proceeds of Collateral. Irrespective of whether the proceeds of the Revolving Line are disbursed, Borrower shall pay all fees and expenses, including, without limitation, legal fees and expenses, filing fees, insurance premiums and expenses, appraisal fees, recording costs and taxes (except taxes measured by Bank's ’s income) incurred by Bank or Borrower from time to time in connection with the preparation and closing, filing, administration, amendment and modification of the Revolving Line, this Credit Agreement, the Note, and the 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 ’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 incurred or paid by Bank, together with any and all fees, 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 Liabilities, the Loan Documents or the Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with any appeal or any bankruptcy proceedings). After deducting all of said fees and expenses, the residue of any proceeds of collection or sale of Liabilities or Collateral shall be applied to the Liabilities and interest, charges and expenses constituting or related to the Liabilities in such order of preference as Bank may determine, proper allowance for Liabilities not then due being made, and, to the extent allowed by law, without limiting any of Borrower's ’s or any guarantor's ’s obligations or any of Bank's ’s rights under the Loan Documents, Borrower and 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 letters of credit and/or the L/C Documentsletters of credit documents, including, without limitation, legal fees and expenses, arising from or related to the L/C's letters of credit and/or the L/C Documentsletters of credit documents.

Expenses; Proceeds of Collateral. Irrespective of whether the proceeds of the Revolving Line are disbursed, Borrower shall pay all fees and expenses, including, without limitation, legal fees and expenses, filing fees, insurance premiums and expenses, appraisal fees, recording costs and taxes (except taxes measured by Bank's ’s income) incurred by Bank or Borrower from time to time in connection with the preparation and closing, filing, administration, amendment and modification of the Revolving Line, this Agreement, the NoteNotes, and the 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 ’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 incurred or paid by Bank, together with any and all fees, 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 Liabilities, the Loan Documents or the Collateral (including, without limitation, reasonable counsel fees, including, without limitation, those incurred in connection with any appeal or any bankruptcy proceedings). After deducting all of said fees and expenses, the residue of any proceeds of collection or sale of Liabilities or Collateral shall be applied to the Liabilities and interest, charges and expenses constituting or related to the Liabilities in such order of preference as Bank may determine, proper allowance for Liabilities not then due being made, and, to the extent allowed by law, without limiting any of Borrower's ’s or any guarantor's ’s obligations or any of Bank's ’s rights under the Loan Documents, Borrower and 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.