Common use of Lender Expenses Clause in Contracts

Lender Expenses. All (a) costs or expenses (including taxes, and insurance premiums) required to be paid by Borrower or its Subsidiaries under any of the Loan Documents that are paid or incurred by Agent or any Lender, (b) fees or charges paid or incurred by Agent or any Lender in connection with the Borrower and its Subsidiaries, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, bankruptcy and UCC searches), filing, recording, publication, appraisal (including periodic Collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement), (c) costs and expenses incurred by Agent or any Lender in the disbursement of funds to Borrower (by wire transfer or otherwise), (d) charges paid or incurred by Agent or any Lender resulting from the dishonor of checks relating to the Borrower or associated with the Collateral, (e) reasonable costs and expenses paid or incurred by the Agent or any Lender to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) audit fees and expenses of Agent or any Lender related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, (g) reasonable costs and expenses of third party claims or any other suit paid or incurred by the Agent or any Lender in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Agent or any Lender’s relationship with Borrower, (h) Agent and each Lender’s and Participant’s reasonable fees and expenses (including attorneys fees) incurred in advising, structuring, drafting, reviewing, administering, or amending the Loan Documents, (i) Agent and each Lender’s and Participant’s reasonable fees and expenses (including attorneys fees) incurred in terminating, enforcing (including attorneys fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrower or its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral and (j) a $1,500 fee to WFF to cover WFF’s marketing and advertising costs with respect to this Agreement and the Loan Documents.

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

Lender Expenses. All (a) costs or expenses (including taxes, and insurance premiums) required to be paid by Borrower or its Subsidiaries under any of the Loan Documents that are paid or incurred by Agent or any Lender, (b) fees or charges paid or incurred by Agent or any Lender in connection with the Borrower and its Subsidiaries, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, bankruptcy and UCC searches), filing, recording, publication, appraisal (including periodic Collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement), (c) costs and expenses incurred by Agent or any Lender in the disbursement of funds to Borrower (by wire transfer or otherwise), (d) charges paid or incurred by Agent or any Lender resulting from the dishonor of checks relating to the Borrower or associated with the Collateral, (e) reasonable costs and expenses paid or incurred by the Agent or any Lender to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) audit fees and expenses of Agent or any Lender related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, (g) reasonable costs and expenses of third party claims or any other suit paid or incurred by the Agent or any Lender in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Agent or any Lender’s 's relationship with Borrower, (h) Agent and each Lender’s 's and Participant’s 's reasonable fees and expenses (including attorneys fees) incurred in advising, structuring, drafting, reviewing, administering, or amending the Loan Documents, and (i) Agent and each Lender’s 's and Participant’s 's reasonable fees and expenses (including attorneys fees) incurred in terminating, enforcing (including attorneys fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrower or its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral and (j) a $1,500 fee to WFF to cover WFF’s marketing and advertising costs with respect to this Agreement and the Loan DocumentsCollateral.

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

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

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

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

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

Lender Expenses. All The term “Lender Expenses” means all costs and expenses incurred by Administrative Agent and/or the Lenders in connection with this Security Agreement or the transactions contemplated hereby, including, without limitation, (ai) all costs or expenses (including taxes, and insurance premiums) required to be paid by Borrower or its Subsidiaries Debtor under any of the Loan Documents that this Security Agreement which are paid or incurred advanced by Administrative Agent and/or the Lenders; (ii) all costs or any Lender, (b) fees or charges expenses required to be paid by Debtor under the Credit Agreement which are paid or incurred advanced by Administrative Agent or any Lender in connection with and/or the Borrower Lenders; (iii) taxes and its Subsidiaries, including, fees or charges for photocopying, notarization, couriers insurance premiums of every nature and messengers, telecommunication, public record searches kind of Debtor paid by Administrative Agent and/or the Lenders; (including tax lien, litigation, bankruptcy and UCC searches), iv) filing, recording, publication, appraisal search fees, appraiser fees, auditor fees paid or incurred by Lenders in connection with Administrative Agent’s and/or Lenders’ transactions with Debtor; (including periodic Collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement), (cv) costs and expenses incurred by Administrative Agent and/or the Lenders in collecting or any Lender in realizing upon the disbursement of funds to Borrower Collateral (by wire transfer with or otherwisewithout suit), (d) charges paid or incurred by Agent or any Lender resulting from the dishonor of checks relating to the Borrower or associated with the Collateral, (e) reasonable costs and expenses paid or incurred by the Agent or any Lender to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) audit fees and expenses of Agent or any Lender related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this Security Agreement, (g) reasonable and costs and expenses of third party claims or any other suit paid or incurred by Administrative Agent and/or the Agent or any Lender Lenders in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Agent this Security Agreement or any Lender’s relationship with Borrower, portion hereof; and (hvi) Agent and each Lender’s and Participant’s reasonable attorneys’ fees and expenses (including attorneys fees) incurred by Administrative Agent and/or the Lenders in advising, structuring, drafting, reviewing, administeringamending, terminating, enforcing, defending or concerning this Security Agreement, any portion hereof, any agreement related hereto, or amending any of the Loan Documentstransactions contemplated hereby, (i) Agent and each Lender’s and Participant’s reasonable fees and expenses (including attorneys fees) incurred in terminating, enforcing (including attorneys fees and expenses incurred in connection with a “workout,” a “restructuring,” whether or an Insolvency Proceeding concerning Borrower or its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether not suit is brought, and including, but not limited to, any expenses incurred in any proceedings or case in taking the United States Bankruptcy Courts in enforcing or defending its rights in its collateral, under this Security Agreement or under any Remedial Action concerning the Collateral and (j) a $1,500 fee to WFF to cover WFF’s marketing and advertising costs note or other document executed in connection with respect to this Security Agreement. Security Agreement and the Loan Documents.CRS Retail Systems Inc.

Lender Expenses. All The term “Lender Expenses” means all costs and expenses incurred by Administrative Agent and/or the Lenders in connection with this Security Agreement or the transactions contemplated hereby, including, without limitation, (ai) all costs or expenses (including taxes, and insurance premiums) required to be paid by Borrower or its Subsidiaries Debtor under any of the Loan Documents that this Security Agreement which are paid or incurred advanced by Administrative Agent and/or the Lenders; (ii) all costs or any Lender, (b) fees or charges expenses required to be paid by Debtor under the Credit Agreement which are paid or incurred advanced by Administrative Agent or any Lender in connection with and/or the Borrower Lenders; (iii) taxes and its Subsidiaries, including, fees or charges for photocopying, notarization, couriers insurance premiums of every nature and messengers, telecommunication, public record searches kind of Debtor paid by Administrative Agent and/or the Lenders; (including tax lien, litigation, bankruptcy and UCC searches), iv) filing, recording, publication, appraisal search fees, appraiser fees, auditor fees paid or incurred by Lenders in connection with Administrative Agent’s and/or Lenders’ transactions with Debtor; (including periodic Collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement), (cv) costs and expenses incurred by Administrative Agent and/or the Lenders in collecting or any Lender in realizing upon the disbursement of funds to Borrower Collateral (by wire transfer with or otherwisewithout suit), (d) charges paid or incurred by Agent or any Lender resulting from the dishonor of checks relating to the Borrower or associated with the Collateral, (e) reasonable costs and expenses paid or incurred by the Agent or any Lender to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) audit fees and expenses of Agent or any Lender related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this Security Agreement, (g) reasonable and costs and expenses of third party claims or any other suit paid or incurred by Administrative Agent and/or the Agent or any Lender Lenders in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Agent this Security Agreement or any Lender’s relationship with Borrower, portion hereof; and (hvi) Agent and each Lender’s and Participant’s reasonable attorneys’ fees and expenses (including attorneys fees) incurred by Administrative Agent and/or the Lenders in advising, structuring, drafting, reviewing, administeringamending, terminating, enforcing, defending or concerning this Security Agreement, any portion hereof, any agreement related hereto, or amending any of the Loan Documentstransactions contemplated hereby, (i) Agent and each Lender’s and Participant’s reasonable fees and expenses (including attorneys fees) incurred in terminating, enforcing (including attorneys fees and expenses incurred in connection with a “workout,” a “restructuring,” whether or an Insolvency Proceeding concerning Borrower or its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether not suit is brought, and including, but not limited to, any expenses incurred in any proceedings or case in taking the United States Bankruptcy Courts in enforcing or defending its rights in its collateral, under this Security Agreement or under any Remedial Action concerning the Collateral and (j) a $1,500 fee to WFF to cover WFF’s marketing and advertising costs note or other document executed in connection with respect to this Security Agreement. Security Agreement and the Loan Documents.CRS Retail Technology Group, Inc.

Lender Expenses. All The term “Lender Expenses” means all costs and expenses incurred by Administrative Agent and/or the Lenders in connection with this Security Agreement or the transactions contemplated hereby, including, without limitation, (ai) all costs or expenses (including taxes, and insurance premiums) required to be paid by Borrower or its Subsidiaries Debtor under any of the Loan Documents that this Security Agreement which are paid or incurred advanced by Administrative Agent and/or the Lenders; (ii) all costs or any Lender, (b) fees or charges expenses required to be paid by Debtor under the Credit Agreement which are paid or incurred advanced by Administrative Agent or any Lender in connection with and/or the Borrower Lenders; (iii) taxes and its Subsidiaries, including, fees or charges for photocopying, notarization, couriers insurance premiums of every nature and messengers, telecommunication, public record searches kind of Debtor paid by Administrative Agent and/or the Lenders; (including tax lien, litigation, bankruptcy and UCC searches), iv) filing, recording, publication, appraisal search fees, appraiser fees, auditor fees paid or incurred by Lenders in connection with Administrative Agent’s and/or Lenders’ transactions with Debtor; (including periodic Collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement), (cv) costs and expenses incurred by Administrative Agent and/or the Lenders in collecting or any Lender in realizing upon the disbursement of funds to Borrower Collateral (by wire transfer with or otherwisewithout suit), (d) charges paid or incurred by Agent or any Lender resulting from the dishonor of checks relating to the Borrower or associated with the Collateral, (e) reasonable costs and expenses paid or incurred by the Agent or any Lender to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) audit fees and expenses of Agent or any Lender related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this Security Agreement, (g) reasonable and costs and expenses of third party claims or any other suit paid or incurred by Administrative Agent and/or the Agent or any Lender Lenders in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Agent this Security Agreement or any Lender’s relationship with Borrower, portion hereof; and (hvi) Agent and each Lender’s and Participant’s reasonable attorneys’ fees and expenses (including attorneys fees) incurred by Administrative Agent and/or the Lenders in advising, structuring, drafting, reviewing, administeringamending, terminating, enforcing, defending or concerning this Security Agreement, any portion hereof, any agreement related hereto, or amending any of the Loan Documentstransactions contemplated hereby, (i) Agent and each Lender’s and Participant’s reasonable fees and expenses (including attorneys fees) incurred in terminating, enforcing (including attorneys fees and expenses incurred in connection with a “workout,” a “restructuring,” whether or an Insolvency Proceeding concerning Borrower or its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether not suit is brought, and including, but not limited to, any expenses incurred in any proceedings or case in taking the United States Bankruptcy Courts in enforcing or defending its rights in its collateral, under this Security Agreement or under any Remedial Action concerning the Collateral and (j) a $1,500 fee to WFF to cover WFF’s marketing and advertising costs note or other document executed in connection with respect to this Agreement and the Loan DocumentsSecurity Agreement.

Lender Expenses. All (a) Borrower shall immediately and without demand --------------- reimburse Lender for all sums expended by Lender which constitute Lender Expenses and Borrower hereby authorizes and approves all advances and payments by Lender for items constituting Lender Expenses. The term "Lender Expenses" means: all costs and expenses incurred by Lender in connection with this Note, the Loan Agreement, or the transactions contemplated hereby, including, without limitation, all costs or expenses (including taxes, and insurance premiums) required to be paid by Borrower or its Subsidiaries under any of this Note, the Loan Documents that Agreement, or the transactions contemplated hereby which are paid or incurred advanced by Agent or any Lender, (b) fees or charges ; taxes and insurance premiums of every nature and kind of Borrower paid or incurred by Agent or any Lender in connection with the Borrower and its Subsidiaries, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, bankruptcy and UCC searches), Lender; filing, recording, publication, appraisal (including periodic Collateral appraisals search fees, appraiser fees, auditor fees, title insurance premiums paid or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained incurred by Lender in this Agreement), (c) connection with Lender's transactions with Borrower; costs and expenses incurred by Agent Lender (with or without suit) in collecting or realizing upon any Lender in collateral including, without limitation the disbursement of funds to Borrower Property (by wire transfer or otherwisethe "Collateral"), (d) charges paid or incurred by Agent or any Lender resulting from the dishonor of checks relating to the Borrower or associated with the Collateral, (e) reasonable costs and expenses paid or incurred by the Agent or any Lender to correct any default or enforce any provision of this Note, the Loan DocumentsAgreement, or the transactions contemplated hereby, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or sale and/or advertising to sell the Collateral, whether or any portion thereof, irrespective of whether not a sale is consummated, (f) audit fees and expenses of Agent or any Lender related to audit examinations of the Books to the extent of the fees and charges (and up to the amount of any limitation) contained in this Agreement, (g) reasonable ; costs and expenses of third party claims or any other suit paid or incurred by the Agent or any Lender in enforcing or defending this Note, the Loan Documents Agreement, or in connection with the transactions contemplated by the Loan Documents or the Agent hereby or any Lender’s relationship with Borrower, (h) Agent portion hereof; and each Lender’s and Participant’s reasonable attorneys' fees and expenses (including attorneys fees) incurred by Lender in advising, structuring, drafting, reviewing, administeringamending, terminating, enforcing, defending or concerning this Note, the Loan Agreement, or amending the Loan Documentstransactions contemplated hereby, (i) Agent and each Lender’s and Participant’s reasonable fees and expenses (including attorneys fees) incurred in terminatingany portion hereof, enforcing (including attorneys fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrower or its Subsidiaries or in exercising rights or remedies under the Loan Documents)any Agreement related hereto, or defending any of the Loan Documentstransactions contemplated hereby, irrespective of whether or not suit is brought, and including, but not limited to, any expenses incurred in relation to opposing or in taking seeking to obtain relief from any Remedial Action concerning the Collateral and (j) stay or restraining order prohibiting Lender from exercising its rights as a $1,500 fee to WFF to cover WFF’s marketing and advertising costs with respect to this Agreement and the Loan Documentssecured creditor, foreclosing upon or disposing of Collateral, or such related matters.

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