Attorney Fees. If any action is commenced to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs in addition to any other remedy it may obtain or be awarded, as long as it has voluntarily complied with the arbitration provision set forth hereinabove. If such a prevailing party has refused or failed to participate in the above-described arbitration process, by, without limitation, non-compliance with the stated time requirements (except as modified by the parties in writing), initially filing an action in some other forum (except as provided for hereinabove), or otherwise, then he shall not be entitled to attorneys fees or costs even if he is the prevailing party in any action arising out of the terms of this Agreement. Further, any attempt to file in some other forum may be opposed by the responding party by a motion to compel arbitration, or other relevant motion. The Parties agree that the forum shall be within the county of San Diego.

Attorney Advice. Each of the Parties and their respective members warrant and represent that in executing this Agreement, such Party has relied on legal advice from the attorney of its choice, that the terms of this release and its consequences have been completely read and explained to such Party by that attorney, and that such Party fully understands the terms of this Agreement.

Costs. The Company and Advisor shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its counsel fees and expenses unless otherwise required by law.

Costs. Borrowers agree to pay to the Bank on demand all reasonable, documented and out-of-pocket costs, fees and expenses (including without limitation reasonable attorneys' fees and legal expenses) incurred or accrued by the Bank in connection with the negotiation, preparation, execution, delivery, filing, recording and administration of this Agreement, the Security Instruments and the other Loan Documents, or any waiver, consent or modification thereto or thereof, or any enforcement thereof. Borrowers further agree that all such fees and expenses shall be paid regardless of whether or not the transactions provided for in this Agreement are eventually closed and regardless of whether or not any or all sums evidenced by the Revolver Note are advanced to Borrowers by Bank. Upon Borrowers' failure to pay all such costs and expenses within ten (10) days of the Bank's submission of invoices therefore, Bank shall pay such costs and expenses by debit to the general account of Borrowers without further notice to Borrowers.

Costs. The parties to this Agreement shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement.

Costs. Grantee shall bear Grantee’s pro rata share (based upon the amount of consideration to be received) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling stockholders of the Company and are not otherwise paid by the Company or the acquiring party. Costs incurred by Grantee on Grantee’s own behalf shall not be considered costs of the transaction hereunder.

Costs. Tenant shall reimburse Landlord within thirty (30) days after request for any and all additional or increased costs incurred by Landlord as a result of or in connection with the Roof Top Area, including, but not limited to, additional insurance premiums, additional taxes or assessments, or additional janitorial or trash removal costs.

156 SECTION 10.04 Attorney Costs and Expenses

all claims for attorney’s fees, costs, and interest.

Power of Attorney. Each Borrower and Guarantor hereby irrevocably designates and appoints Administrative Agent (and all persons designated by Administrative Agent) as such Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes Administrative Agent, in such Borrower’s, Guarantor’s or Administrative Agent’s name, to: # at any time on and after an Event of Default exists or has occurred and is continuing # demand payment on Receivables or other Collateral, # enforce payment of Receivables by legal proceedings or otherwise, # exercise all of such Borrower’s or Guarantor’s rights and remedies to collect any Receivable or other Collateral, # sell or assign any Receivable upon such terms, for such amount and at such time or times as the Administrative Agent deems advisable, # settle, adjust, compromise, extend or renew an Account, # discharge and release any Receivable, # prepare, file and sign such Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an Account Debtor or other obligor in respect of any Receivables or other Collateral, # notify the post office authorities to change the address for delivery of remittances from Account Debtors or other obligors in respect of Receivables or other proceeds of Collateral to an address designated by Administrative Agent, and open and dispose of all mail addressed to such Borrower or Guarantor and handle and store all mail relating to the Collateral; and # do all acts and things which are necessary, in Administrative Agent’s determination, to fulfill such Borrower’s or Guarantor’s obligations under this Agreement and the other Financing Agreements and # at all times that Administrative Agent has exercised its right to instruct the depository banks at which Blocked Accounts are maintained to transfer funds to the Administrative Agent Payment Account as provided in [Section 6.3] hereto (or at any time that any item of payment referred to below may be received by Administrative Agent or any Lender), to # take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Administrative Agent or any Lender, # have access to any lockbox or postal box into which remittances from Account Debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, # endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Administrative Agent and any Lender and deposit the same in Administrative Agent’s account for application to the Obligations, and # at any time to # endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, # clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Administrative Agent’s name or the name of Administrative Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Administrative Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and # sign