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AttorneysFees. In the event any Party hereto shall commence legal proceedings against the other to enforce the terms hereof, or to declare rights hereunder, as the result of a breach of any covenant or condition of this Agreement, the prevailing Party in any such proceeding shall be entitled to recover from the losing Party its costs of suit, including reasonable attorneys' fees, as may be fixed by the court.

Remedies; Attorneys Fees. No delay or omission by Payee in exercising any of his rights, remedies, powers or privileges hereunder or at law or in equity and no course of dealing between Payee and the Company or any other person shall be deemed a waiver by Payee of any such rights, remedies, powers or privileges, even if such delay or omission is continuous or repeated, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof by Payee or the exercise of any other right, remedy, power or privilege by Payee. The rights and remedies of Payee described herein shall be cumulative and not restrictive of any other rights or remedies available under any other instrument, at law or in equity. If an Event of Default occurs, the Company agrees to pay, in addition to the principal and Interest payable hereunder, reasonable attorneys’ fees and any other reasonable costs incurred by Payee in connection with his pursuit of his remedies under this Note.

In the event that a party commences a legal proceeding (including arbitration pursuant to [Section 14.2] of this Agreement) to enforce its rights under this Agreement, the substantially prevailing party shall be entitled to recover its attorneysfees and costs from the non-prevailing party or parties, including those incurred in any arbitration, bankruptcy or appeal procedure.

AttorneysFees and Expenses. Evidence that the costs and expenses (including reasonable attorneysfees) referred to in Section 12.1, to the extent invoiced, shall have been paid in full by Borrower;

will be final and binding on both parties. (Note that this arbitration provision shall not apply to any claims by the Company against Employee or any matters within the scope of [Section 5(a)]).

Applicable Law; AttorneysFees. The terms and conditions of this Agreement shall be governed by the laws of the State of Oregon. In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable attorneysfees to be set by the trial court and, upon any appeal, the appellate court.

Expenses. The Seller shall pay all expenses of the Company (including attorneys’ fees and expenses), and the Purchaser shall pay all expenses of the Purchaser (including attorneys’ fees and expenses), in each case incurred in connection with this Agreement and the transactions contemplated hereby.

8INCENTIVE AWARD AND CLASS COUNSEL’S ATTORNEYSFEES AND REIMBURSEMENT OF EXPENSES

Fees. In accordance with [Section 10.04] of the Credit Agreement, payment by Borrower of the expenses of Administrative Agent in connection with this Amendment and the transactions contemplated hereby to the extent invoiced, including without limitation the reasonable fees and disbursements through the Effective Date of Administrative Agent’s special counsel, Haynes and Boone, LLP.

Fees. The Company shall reimburse the lead Buyer a non-accountable fee of $35,000 for all costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of [[Organization B:Organization]], LLP, counsel to the lead Buyer, any other reasonable fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) (the “Transaction Expenses”) and shall be withheld by the lead Buyer from its Purchase Price at the Closing; provided, that the Company shall promptly reimburse [[Organization B:Organization]], LLP on demand for all Transaction Expenses not so reimbursed through such withholding at the Closing. In addition to the Transaction Expenses, the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneysfees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

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