Common use of Certain Costs and Expenses Clause in Contracts

Certain Costs and Expenses. Without in any way limiting the generality of Sections 10.2 or 15.5 of the Credit Agreement, the Parent acknowledges and agrees that it shall (i) promptly pay the reasonable fees and disbursements of all legal counsel retained by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access to the officers and personnel of the Borrowers and the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) of the Borrowers and other Credit Parties (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit Party.

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit Units to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Units and the performance of its obligations under this Agreement, the Parent acknowledges and agrees that it shall including without limitation: (i) promptly pay the reasonable all fees and disbursements expenses of all the Company's legal counsel retained by and accountants; (ii) all costs and expenses incident to the Administrative Agent preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed filing required by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Representative with respect to the officers and personnel Offering; (iv) all expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b)) and disbursements of Representative's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares and the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs Warrants; (including the books and recordsvi) of the Borrowers and other Credit Parties (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (at the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the Parent aggregate amount thereof shall not exceed $10,000); (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other applicable Credit Partytax imposed by any jurisdiction) clerical and other assistance, in each case upon reasonable advance notice (on sales of the Units to the extent reasonably practical under Underwriters hereunder; and (x) all costs and expenses incident to the circumstancesfurnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected 3(d), except as otherwise provided by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit Partysaid Sections.

Certain Costs and Expenses. Without in any way limiting the generality of Sections 10.2 The Company shall (a) pay, or 15.5 cause to be paid, all costs, fees, operating expenses and other expenses of the Credit AgreementCompany and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries) incurred in pursuing and conducting, or otherwise related to, the Parent acknowledges activities of the Company and agrees (b) reimburse the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member (including for the avoidance of doubt, any tax imposed under Section 4501 of the Code (a “Buyback Tax”) and any franchise or similar taxes imposed on an affiliated, consolidated, combined or unitary group which includes the Company or its Subsidiaries (a “Franchise Tax”)). To the extent that it the Managing Member determines in its sole discretion that any expenses or other costs incurred, paid, or otherwise borne by the PubCo Holdings Group are related to the business and affairs of the PubCo Holdings Group that are conducted through the Company and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of the PubCo Holdings Group), the Managing Member may cause the Company to pay or bear all such expenses or other costs, including for the avoidance of doubt, where any member of the PubCo Holdings Group pays or bears any expenses or any other obligations of the Company or its Subsidiaries through the transfer or forfeiture by such member of the PubCo Holdings Group of any Units or other Equity Securities of the Company (or Equity Securities of any other member(s) of the PubCo Holdings Group that directly or indirectly owns Equity Securities of the Company) (an “Equity Payment”); provided that, other than with respect to Franchise Taxes as described above, the Company shall not pay or bear any income tax obligations of any member of the PubCo Holdings Group (but the Company shall be entitled to make distributions in respect of these income tax obligations pursuant to Article V). In the case of an Equity Payment, (i) promptly pay the reasonable fees Managing Member shall be deemed to automatically cause the Company to issue to such member of the PubCo Holdings Group (and disbursements the Company shall be deemed to have automatically issued to such member of all legal counsel retained the PubCo Holdings Group without further action or agreement) a number of Units or such other Equity Securities equal to the number of Units or other Equity Securities, as applicable, transferred or forfeited (or held directly or indirectly by the Administrative Agent other member(s) of the PubCo Holdings Group whose Equity Securities were transferred or forfeited) and (ii) the Managing Member shall be deemed to automatically cause the Company to issue to the applicable creditor or other payee (and the Company shall be deemed to have automatically issued to the applicable creditor or other payee without further action or agreement) a number of Units or such other Equity Securities such that the total number of Units or other Equity Securities received by the applicable creditor or other payee in connection with the preparationEquity Payment have a value equal to the Units or other Equity Securities initially transferred by the applicable member of the PubCo Holdings Group in such Equity Payment. For the avoidance of doubt, negotiation, execution and delivery of this Agreement any payments made to or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, on behalf of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services member of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of PubCo Holdings Group pursuant to this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and Section 6.9 shall not be interpreted to, limit the right of the Administrative Agent or any Lender treated as a distribution pursuant to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (iiSection 5.1(a) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to but shall instead be performed by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (treated as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access to the officers and personnel of the Borrowers and the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) of the Borrowers and other Credit Parties (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (at the an expense of the Parent Company. Consequently, except as otherwise required by applicable Law, notwithstanding anything else in this agreement, the Members and the Company agree that, for U.S. federal and applicable state and local income tax purposes, any payment or other applicable Credit Partysatisfaction (including by way of transfer or forfeiture of Equity Securities) clerical and other assistance, in each case upon reasonable advance notice (to by any member of the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product PubCo Holdings Group of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers any expenses or any other Credit Partyobligations of the Company or its Subsidiaries, together with the reimbursement by the Company to the relevant member of the PubCo Holdings Group in accordance with the third sentence of this paragraph, is intended to be treated as though the Company paid the relevant expense or other obligation (including by way of deemed issuance of Units or other Equity Securities of the Company, where applicable) directly to the relevant creditor or other payee in direct satisfaction of the Company’s (or its Subsidiary’s) own obligation.

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit Securities to the Underwriters is consummated, the Company shall pay all costs and expense incident to the issuance, offering, sale and delivery of the Securities and the performance of its obligations under this Agreement, the Parent acknowledges and agrees that it shall including without limitation: (i) promptly pay the reasonable all fees and disbursements expenses of all the Company's legal counsel retained by and accountants; (ii) all costs and expenses incident to the Administrative Agent preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed filing required by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Underwriter with respect to the officers and personnel Offering; (iv) all expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b)) and disbursements of Underwriters' Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares and the other Credit Parties Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $15,000) and their independent auditors to discuss of offering memorabilia; (vii') all costs and expenses of the business, operations, business plans Company and other financial affairs its employees associated with due diligence meetings and presentations (including the books payment for road show conference centers); (viii) any and recordsall taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Borrowers Securities to the Underwriters hereunder; and other Credit Parties (xi) all costs and expenses incident to the finishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriters' Counsel to provide the Underwriters, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Borrowers and other Credit Parties hereby authorize Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (counsel a one-time fee of $12,500 at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit PartyClosing for such opinions.

Certain Costs and Expenses. Without in any way limiting the generality of Sections 10.2 or 15.5 of the Credit Agreement, the Parent acknowledges and agrees that it shall (i) promptly pay the reasonable fees and disbursements of all legal counsel retained by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement Amendment or the Warrants or any related documents or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) or the Warrants or any related documents (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement Amendment; provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this AgreementAmendment), (ii) cooperate withreasonable fees and disbursements of any legal counsel retained by any of the Lenders in connection with the review or negotiation of the Warrants or any related warrant document, and promptly pay (iii) the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed disbursements of legal counsel retained by the Administrative Agent to review the legal opinion referred to in Section 3 hereof (such fees and disbursements shall be billed separately from the Limited Waiver Period with respect fees and disbursements referred to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto in Section 4.01(c) above), and (iiiiv) cooperate with, and promptly reimburse the Administrative Agent for the reasonable pay all fees and out-of-pocket expenses of, of Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits Modification and inspections of the Borrowers’ (and other Credit Parties’Limited Waiver) assets, books and records (and allowing copies or extracts of same to be made incurred by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access to the officers and personnel of the Borrowers and the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) of the Borrowers and other Credit Parties (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hoursAgent. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit Party.

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit Shares to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, the Parent acknowledges and agrees that it shall including without limitation: (i) promptly pay the reasonable all fees and disbursements expenses of all the Company's legal counsel retained by and accountants; (ii) all costs and expenses incident to the Administrative Agent preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed filing required by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Representative with respect to the officers and personnel Offering; (iv) all expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b)) and disbursements of Representative's Counsel in connection with the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) qualification of the Borrowers Securities under the "blue sky" laws which you shall designate; (v) all costs and other Credit Parties expenses of printing the respective certificates representing the Shares; (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may bevi) and providing (at the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the Parent aggregate amount thereof shall not exceed $20,000); (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other applicable Credit Partytax imposed by any jurisdiction) clerical and other assistance, in each case upon reasonable advance notice (on sales of the Shares to the extent reasonably practical under Underwriters hereunder; and (x) all costs and expenses incident to the circumstancesfurnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected 3(d), except as otherwise provided by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit Partysaid Sections.

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit Securities to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Securities and the performance of its obligations under this Agreement, the Parent acknowledges and agrees that it shall including without limitation: (i) promptly pay the reasonable all fees and disbursements expenses of all the Company's legal counsel retained by and accountants; (ii) all costs and expenses incident to the Administrative Agent preparation, printing, filing, distribution and mailing of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed filing required by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Underwriters with respect to the officers and personnel Offering; (iv) all expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b) and disbursements of Underwriters' Counsel in connection with the other Credit Parties qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and their independent auditors to discuss expenses of printing the business, operations, business plans respective certificates representing the Securities; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you and other financial affairs of Offering memorabilia; (vii) all costs and expenses associated with due diligence meetings and presentations (including the books payment for road show conference centers); (viii) any and recordsall taxes (including without limitation any transfer, franchise, capital stock or another tax imposed by any jurisdiction) on sales of the Borrowers Securities to the Underwriters hereunder; and other Credit Parties (ix) all costs and expenses incident to the Borrowers and other Credit Parties hereby authorize such independent auditors furnishing of any amended Prospectus or any supplement to discuss same with be attached to the Administrative Agent or Capstone, Prospectus as the case may berequired by Sections 3(a) and providing (at the expense of the Parent or other applicable Credit Party) clerical and other assistance3(d), in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected except as otherwise provided by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit Partysaid Sections.

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit Shares to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, the Parent acknowledges and agrees that it shall including without limitation: (i) promptly pay the reasonable all fees and disbursements expenses of all the Company's legal counsel retained by and accountants; (ii) all costs and expenses incident to the Administrative Agent preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed filing required by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Representative with respect to the officers and personnel Offering; (iv) all expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b)) and disbursements of Representative's Counsel in connection with the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) qualification of the Borrowers Securities under the "blue sky" laws which you shall designate; (v) all costs and other Credit Parties expenses of printing the respective certificates representing the Shares; (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may bevi) and providing (at the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and aggregate amount thereof shall not be subject exceed $20,000); (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a seven to review or discovery by the Borrowers or any other Credit Party.ten minute

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit shares of Common Stock and Warrants to the Underwriters is consummated, the Company shall pay all costs and expense incident to the issuance, offering, sale and delivery of the Units and the performance of its obligations under this Agreement, the Parent acknowledges and agrees that it shall including without limitation: (i) promptly pay the reasonable all fees and disbursements expenses of all the Company's legal counsel retained by and accountants; (ii) all costs and expenses incident to the Administrative Agent preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed filing required by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Underwriters with respect to the officers and personnel Offering; (iv) all expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b)) and disbursements of Underwriters' Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the shares of Common Stock and the other Credit Parties Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000) and of offering memorabilia; (vii) all costs and expenses of the Company and its employees (but not of the Underwriters or their independent auditors to discuss the business, operations, business plans employees) associated with due diligence meetings and other financial affairs presentations (including the books payment for road show conference centers); (viii) all costs and recordsexpenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Borrowers shares of Common Stock and other Credit Parties Warrants to the Underwriters hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriters' Counsel to provide the Underwriters, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Borrowers and other Credit Parties hereby authorize Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (counsel a one-time fee of $12,500 at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit PartyClosing for such opinions.

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit Securities to the Underwriters is consummated, the Company shall pay all costs and expense incident to the issuance, offering, sale and delivery of the Securities and the performance of its obligations under this Agreement, the Parent acknowledges and agrees that it shall including without limitation: (i) promptly pay the reasonable all fees and disbursements expenses of all the Company's legal counsel retained by and accountants; (ii) all costs and expenses incident to the Administrative Agent preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed filing required by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Underwriter with respect to the officers and personnel Offering; (iv) all expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b)) and disbursements of Underwriters' Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares and the other Credit Parties Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000) and their independent auditors to discuss of offering memorabilia; (vii) all costs and expenses of the business, operations, business plans Company and other financial affairs its employees (but not of the Underwriters or its employees) associated with due diligence meetings and presentations (including the books payment for road show conference centers); (viii) any and recordsall taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Borrowers Securities to the Underwriters hereunder; and other Credit Parties (xi) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriters' Counsel to provide the Underwriters, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Borrowers and other Credit Parties hereby authorize Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (counsel a one-time fee of $12,500 at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit PartyClosing for such opinions.

Certain Costs and Expenses. Without in any way limiting the generality of Sections 10.2 or 15.5 of the Credit Agreement, the Parent acknowledges and agrees that it shall (i) promptly pay the reasonable fees and disbursements of all legal counsel retained by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement Amendment or any of the Eleventh Amendment Additional Warrants or any related documents (it is understood and agreed that the $42,900 of legal fees and disbursements referred to in Section 5.01(c) above are with respect to such legal fees of Xxxx Xxxxx & Xxxxxxx LLP through the date hereof and that the Parent shall be responsible for (and promptly pay upon presentation of invoices by Xxxx Xxxxx & Xxxxxxx LLP) any fees or disbursements of Xxxx Xxxxx & Xxxxxxx LLP incurred after the date hereof) or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) or Warrants or any related documents (provided that Borrower Parent shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement Amendment; provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this AgreementAmendment), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed disbursements of any legal counsel retained by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory any of the Borrowers and certain other Credit Parties and Lenders in connection with the books and records relating thereto review or negotiation of the Eleventh Amendment Additional Warrants or any related warrant document, and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable pay all fees and out-of-pocket expenses of, of Capstone (as defined below) in the performance Modification and Limited Waiver) incurred (at any time) by the Agent whether such fees relate to the Refinancing, discussions with the Loan Parties, the Investment Banker (in the case of the Capstone Engagement (as defined belowInvestment Banker, with respect to matters relating solely to the Refinancing). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Lenders or the Administrative Agent, updates to conduct certain analyses the Lenders or the Administrative Agent, the review of projections or the business, systems audit report and financial statements referred to in Section 5.01(g) above or other operationsfinancial matters, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access to the officers and personnel of the Borrowers and the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) of the Borrowers and other Credit Parties (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit Party.matters relating to the Loan Parties and/or Subsidiaries (it is understood and agreed that the $83,673.61 of Capstone fees referred to in Section 5.01(c) above are with respect to fees of Capstone incurred through the date hereof and that the Parent shall also be responsible for (and promptly

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit AgreementUnits to the Underwriter is consummated, the Parent acknowledges and agrees that it Company shall (i) promptly pay the all reasonable fees and disbursements of all legal counsel retained by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed by the Administrative Agent in the Limited Waiver Period with respect costs and expense incident to the accounts receivable issuance, offering, sale and inventory delivery of the Borrowers and certain other Credit Parties Units and the books performance of its obligations under this Agreement, including without limitation: (i) all fees and records relating thereto expenses of the Company's legal counsel and accountants; (ii) all costs and expenses incident to the preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) cooperate with, and promptly reimburse all fees of NASD required in connection with the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained filing required by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Underwriter with respect to the officers and personnel Offering; (iv) all reasonable expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b)) and disbursements of Underwriter's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares and the other Credit Parties Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000) and their independent auditors to discuss of offering memorabilia; (vii) all costs and expenses of the business, operations, business plans Company and other financial affairs its employees (but not of the Underwriter or its employees) associated with due diligence meetings and presentations (including the books payment for road show conference centers); (viii) all costs and recordsexpenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes not to exceed $5,000; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Borrowers Units to the Underwriter hereunder; and other Credit Parties (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriter's Counsel to provide the Underwriter, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Borrowers and other Credit Parties hereby authorize Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (counsel a one-time fee of $12,500 at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit PartyClosing for such opinions.

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit Shares to the Underwriters is consummated, the Company shall pay all costs and expenses incident to the issuance, offering, sale and delivery of the Shares and the performance of its obligations under this Agreement, the Parent acknowledges and agrees that it shall including without limitation: (i) promptly pay the reasonable all fees and disbursements expenses of all the Company's legal counsel retained by and accountants; (ii) all costs and expenses incident to the Administrative Agent preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other agreements and documents referred to herein, each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed filing required by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Representative with respect to the officers and personnel Offering; (iv) all expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b)) and disbursements of Representative's Counsel in connection with the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) qualification of the Borrowers Securities under the "blue sky" laws which you shall designate; (v) all costs and other Credit Parties expenses of printing the respective certificates representing the Shares; (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may bevi) and providing (at the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the Parent aggregate amount thereof shall not exceed $10,000); (vii) all costs and expenses of the Company and its employees (but not of the Representative or its employees) associated with due diligence meetings and presentations; (viii) all costs and expenses associated with the preparation of a slide presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other applicable Credit Partytax imposed by any jurisdiction) clerical and other assistance, in each case upon reasonable advance notice (on sales of the Shares to the extent reasonably practical under Underwriters hereunder; and (x) all costs and expenses incident to the circumstancesfurnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(A) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected 3(A), except as otherwise provided by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit Partysaid Sections.

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit shares of Common Stock and Warrants to the Underwriter is consummated, the Company shall pay all costs and expense incident to the issuance, offering, sale and delivery of the Units and the performance of its obligations under this Agreement, the Parent acknowledges and agrees that it shall including without limitation: (i) promptly pay the reasonable all fees and disbursements expenses of all the Company's legal counsel retained by and accountants; (ii) all costs and expenses incident to the Administrative Agent preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed filing required by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Underwriter with respect to the officers and personnel Offering; (iv) all expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b)) and disbursements of Underwriter's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the shares of Common Stock and the other Credit Parties Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000) and their independent auditors to discuss of offering memorabilia; (vii) all costs and expenses of the business, operations, business plans Company and other financial affairs its employees (but not of the Underwriter or its employees) associated with due diligence meetings and presentations (including the books payment for road show conference centers); (viii) all costs and recordsexpenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Borrowers shares of Common Stock and other Credit Parties Warrants to the Underwriter hereunder; and (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriter's Counsel to provide the Underwriter, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Borrowers and other Credit Parties hereby authorize Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (counsel a one-time fee of $12,500 at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit PartyClosing for such opinions.

Certain Costs and Expenses. Without in any way limiting Whether or not this Agreement becomes effective or the generality of Sections 10.2 or 15.5 sale of the Credit Units to the Underwriter is consummated, the Company shall pay all costs and expense incident to the issuance, offering, sale and delivery of the Units and the performance of its obligations under this Agreement, the Parent acknowledges and agrees that it shall including without limitation: (i) promptly pay the reasonable all fees and disbursements expenses of all the Company's legal counsel retained by and accountants; (ii) all costs and expenses incident to the Administrative Agent preparation, printing, filing and distribution of the Registration Statement (including the financial statements contained therein and all exhibits and amendments thereto), each Preliminary Prospectus and the Prospectus, each as amended or supplemented, this Agreement and the other underwriting documents, as well as the other agreements and documents referred to herein and the Blue Sky Memorandum; each in such quantities as you shall deem necessary; (iii) all fees of NASD required in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed filing required by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same NASD to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access Underwriter with respect to the officers and personnel Offering; (iv) all expenses, including fees (but not in excess of the Borrowers amount set forth in Section 3(b)) and disbursements of Underwriter's Counsel in connection with the qualification of the Securities under the "blue sky" laws which you shall designate; (v) all costs and expenses of printing the respective certificates representing the Shares and the other Credit Parties Warrants; (vi) the expense of placing one or more "tombstone" advertisements or promotional materials as directed by you (provided, however, that the aggregate amount thereof shall not exceed $10,000) and their independent auditors to discuss of offering memorabilia; (vii) all costs and expenses of the business, operations, business plans Company and other financial affairs its employees (but not of the Underwriter or its employees) associated with due diligence meetings and presentations (including the books payment for road show conference centers); (viii) all costs and recordsexpenses associated with the preparation of a seven to ten minute professional video presentation concerning the Company, its products and its management for broker due diligence purposes; (ix) any and all taxes (including without limitation any transfer, franchise, capital stock or other tax imposed by any jurisdiction) on sales of the Borrowers Units to the Underwriter hereunder; and other Credit Parties (x) all costs and expenses incident to the furnishing of any amended Prospectus or any supplement to be attached to the Prospectus as required by Sections 3(a) and 3(d), except as otherwise provided by said Sections. In addition, the Company shall engage Underwriter's Counsel to provide the Underwriter, at the Closing and quarterly thereafter, until such time as the Common Stock is listed on the New York Stock Exchange or the American Stock Exchange or quoted on NASDAQ/NMS, with a memorandum, setting forth those states in which the Common Stock and the Borrowers and other Credit Parties hereby authorize Warrants may be traded in non-issuer transactions under the blue sky laws of the 50 states. The Company shall pay such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (counsel a one-time fee of $12,500 at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit PartyClosing for such opinions.

Certain Costs and Expenses. Without in any way limiting the generality of Sections 10.2 or 15.5 of the Credit Agreement, the Parent acknowledges and agrees that it shall (i) promptly pay the reasonable fees and disbursements of all legal counsel retained by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement Amendment or any related documents (it is understood and agreed that the $44,200 of legal fees and disbursements referred to in Section 6.01(c) above are with respect to such legal fees of Xxxx Xxxxx & Xxxxxxx LLP through the date hereof and that the Parent shall be responsible for (and promptly pay upon presentation of invoices by Xxxx Xxxxx & Xxxxxxx LLP) any fees or disbursements of Xxxx Xxxxx & Xxxxxxx LLP incurred after the date hereof) or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) or Warrants or any related documents (provided that Borrower Parent shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement Amendment; provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement)Amendment) or in connection with the Forsyth Merger Agreement or Forsyth Merger, (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses disbursements, if any, of any legal counsel retained by any of the Lenders in connection with respect tothe review or negotiation of the Eleventh Amendment Additional Warrants or any related warrant document, a field exam to be performed and (iii) promptly pay all fees of Capstone (as defined in the Modification and Limited Waiver) incurred (at any time) by the Administrative Agent whether such fees relate to the Refinancing (as defined in Amendment No. 11), the Forsyth Merger Agreement or Forsyth Merger, discussions with the Loan Parties, the Investment Banker as defined in Amendment No. 11 (in the Limited Waiver Period case of the Investment Banker, with respect to matters relating solely to the accounts receivable and inventory of Refinancing), the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to Lenders or the Administrative Agent, updates to conduct certain analyses the Lenders or the Administrative Agent, the review of projections or the business, systems audit report and financial statements referred to in Section 5.01(g) of Amendment No. 11 or other operationsfinancial matters, business plans or any other matters relating to the Loan Parties and/or other financial affairs Subsidiaries (it is understood and agreed that the $8,785 of Capstone fees referred to in Section 6.01(c) above are with respect to fees of Capstone incurred through the Borrowers and/or date hereof and that the other Credit Parties Parent shall also be responsible for (and promptly pay upon presentation of invoices by Capstone) any fees of Capstone incurred after the “Capstone Engagement”date hereof). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access to the officers and personnel of the Borrowers and the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) of the Borrowers and other Credit Parties (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (at the expense The obligations of the Parent or other applicable under this Section 7.04 shall be considered part of the Parent’s obligations under Section 15.5 of the Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hoursAgreement. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit Party.

Certain Costs and Expenses. Without in any way limiting the generality of Sections 10.2 or 15.5 of the Credit Agreement, the Parent acknowledges and agrees that it shall (i) promptly pay the reasonable fees and disbursements of all legal counsel retained by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket expenses with respect to, a field exam to be performed by the Administrative Agent in the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers and certain other Credit Parties and the books and records relating thereto and (iii) cooperate with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access to the officers and personnel of the Borrowers and the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) of the Borrowers and other Credit Parties (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or any other Credit Party.and

Certain Costs and Expenses. Without (a) Debtor agrees to pay on demand all costs and expenses incurred by the Secured Party in any way limiting connection with its security interest in the generality of Sections 10.2 or 15.5 of the Credit AgreementCollateral, including, but not limited to, the Parent acknowledges and agrees that it following (all of which shall be included as Secured Party Expenses): (i) promptly pay the all reasonable fees and disbursements of all legal counsel retained by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the allocable costs of internal legal services of the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Agreement provided it is understood and agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right of the Administrative Agent or any Lender to receive the allocable costs of internal legal services with respect to agreements or matters other than the preparation, negotiation, execution and delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and out-of-pocket costs and expenses in connection with respect tothe post-Effective Date preparation, a field exam review, negotiation, execution, delivery and/or administration of this Agreement, the Collateral Assignment, the DACAs, the Existing Residuals Security Documents, the Future Residuals Security Documents and any documents to be performed by delivered in connection herewith or therewith (collectively, the Administrative Agent in “Security Documents”), or any amendments, extensions and/or increases thereto (including, without limitation, attorney’s fees and expenses, and the Limited Waiver Period with respect to the accounts receivable cost of appraisals and inventory reappraisals of the Borrowers and certain other Credit Parties Collateral), and the books cost of periodic lien searches and records relating thereto and tax clearance certificates, as the Secured Party deems advisable; (iiiii) cooperate withall losses, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket costs and expenses ofin connection with the enforcement, Capstone (as defined below) in the performance protection and preservation of the Capstone Engagement (as defined below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Xxxx Xxxxx & Xxxxxxx LLP, counsel to the Administrative Agent, to conduct certain analyses of the business, systems Secured Party’s rights or other operations, business plans and/or other financial affairs of the Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other Credit Parties’) assets, books and records (and allowing copies or extracts of same to be made by the Administrative Agent or Capstone, as the case may be), offices and other locations, providing access to the officers and personnel of the Borrowers and the other Credit Parties and their independent auditors to discuss the business, operations, business plans and other financial affairs (including the books and records) of the Borrowers and other Credit Parties (and the Borrowers and other Credit Parties hereby authorize such independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be) and providing (at the expense of the Parent or other applicable Credit Party) clerical and other assistance, in each case upon reasonable advance notice (to the extent reasonably practical remedies under the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby agree that all findings and conclusions and other work product of Capstone shall be protected by the attorney-client privilege and shall not be subject to review or discovery by the Borrowers Security Documents or any other Credit Transaction Document, or in connection with legal advice relating to the rights or responsibilities of the Secured Party (including, without limitation court costs, attorney’s fees and expenses of accountants and appraisers); and (iii) any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of the Transaction Documents. (b) In the event Debtor shall fail to pay any taxes, insurance, assessments, costs or expenses which it is required to pay hereunder, or fails to keep the Collateral free from security interests or liens (except as expressly permitted herein), or fails to maintain or repair the Collateral as required hereby, or otherwise breaches any obligation under the Security Documents or any other Transaction Document, the Secured Party, in its discretion, may make expenditures for such purposes and the same shall be included as Secured Party Expenses.