Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the preparation, negotiation execution and performance of this Agreement and the Notes and the documents and transactions contemplated hereby and thereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided , however , the Company shall be responsible for the payment of Agent’s due diligence costs and legal fees relating to the preparation, execution and performance of this Agreement and the Note and the other transaction documents contemplated hereby and thereby and the consummation of the transactions contemplated herein and therein, in the amount of $38,500, which payment may be made directly from the payment proceeds described herein.