The Borrower agrees  to pay on demand all reasonable costs and expenses of the Bank in connection with the preparation and enforcement of this Agreement, the Notes and any other agreement or instrument required by this Agreement, and the realization on the Collateral, and any waiver or amendment of any provision hereof or thereof, any "workout" or restructuring under this Agreement including, without limitation, stamp or other documentary taxes and charges, intangible taxes and other state and local taxes and charges, filing and recording fees and costs and fees associated with search reports with respect to the Bank's lien priorities on the Collateral and the reasonable attorneys' fees including any allocated costs of in-house counsel fees to the extent permitted by applicable law.  The amount of such costs and expenses, until paid, shall be an Obligation secured by the Collateral.  The Borrower agrees to indemnify the Bank from and hold it harmless against any such taxes, charges, fees and costs which the Bank, in its sole discretion, undertakes to pay on behalf of Borrower.  In the event of litigation or an arbitration proceeding between the parties hereto, the prevailing party is entitled to recover costs and reasonable attorneys' fees incurred in connection therewith, as determined by the court or arbitrator.  In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, the Bank shall be entitled to recover costs and reasonable attorneys' fees incurred by the Bank in the preservation, protection, or enforcement of any rights of the Bank in such a case.  The obligations of the Borrower under this Section 10.2 shall survive payment of the Loans and assignment of any rights hereunder.