Common use of Expenses of the Offering Clause in Contracts

Expenses of the Offering. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the authorization, allotment and issue of the Shares and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Shares for sale to the public, the reasonable fees and expenses of counsel for the Company, all reasonable fees and expenses of local counsel, all reasonable fees and expenses of the Company's auditors, all reasonable costs relating to information meetings (including roadshow expenses), all filing and listing fees and all costs incurred in connection with the preparation, printing and filing of, and any costs associated with electronic delivery by the Underwriters to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material and any Permitted Free Writing Prospectus, filing fees incident to the review by FINRA of the terms of the sale of the Shares, fees and expenses of the transfer agent and registrar for the Shares shall be borne by and be for the account of the Company, provided that the Company shall only be responsible for up to US$245,000 of the legal fees of Underwriters' counsel (exclusive of disbursements and applicable taxes), and provided further that if the over-allotment option provided for in Section 3(c) is exercised by the Underwriters, in whole or in part, then the Company agrees to be responsible for an additional amount of up to US$15,000 of the legal fees of Underwriters' counsel (exclusive of disbursements and applicable taxes).

Expenses of the Offering. Whether or not the transactions herein contemplated shall be are completed, except as hereinafter specifically provided, all costs and expenses of or incidental to the authorization, allotment issue and issue offering of the Shares and all expenses of or incidental to all other matters in connection with such transactions Offered Securities shall be borne by the Corporation, including, without limitation, listing fees, expenses payable in connection with the qualification of the Shares Offered Securities for sale to Distribution in the publicQualifying Jurisdictions; the preparation, the reasonable fees printing, issuance and expenses delivery of counsel certificates for the CompanyOffered Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Securities; the travel, transportation and other expenses in connection with roadshows, marketing activities and presentations to prospective purchasers of the Offered Securities; all reasonable fees and expenses of local counsel, all reasonable fees other costs and expenses of the Company's Corporation and its representatives incidental to the performance by the Corporation of its obligations hereunder; the fees, disbursements and expenses of the Corporation’s counsel and auditors, all reasonable costs relating to information meetings (including roadshow expenses), all filing and ; listing fees and fees; all costs incurred in connection with the preparation, printing translation, printing, filing and filing ofdelivery of the Base Shelf Prospectus, the Prospectus Supplement, the U.S. Memorandum, any marketing materials and any costs associated with electronic delivery Amendment or supplement to any of them; and taxes on all of the foregoing. The Underwriters will be responsible for fees and disbursements of the Underwriters’ legal counsel and the Underwriters’ out-of-pocket expenses, provided, however, that if the Offering is not completed due to any failure by the Underwriters Corporation to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material and any Permitted Free Writing Prospectus, filing fees incident to the review by FINRA of comply with the terms of this Agreement, the sale Corporation shall reimburse the Underwriters for the reasonable fees and disbursements of the Shares, fees and expenses of the transfer agent and registrar for the Shares shall be borne by and be for the account of the Company, provided that the Company shall only be responsible for up to US$245,000 of the Underwriters’ legal fees of Underwriters' counsel (exclusive of disbursements and applicable taxes), and provided further that if the over-allotment option provided for in Section 3(c) is exercised by the Underwriters, in whole or in part, then the Company agrees to be responsible for an additional amount of up to US$15,000 of the legal fees of Underwriters' counsel (exclusive of disbursements and applicable taxes)counsel.

Expenses of the Offering. Whether (1) Except as provided for in Section 10(2), whether or not the transactions herein contemplated shall by this Agreement are completed or this Agreement is terminated, the Fund will pay or cause to be completedpaid all costs and expenses of, except as hereinafter specifically provided, all expenses of or incidental to to, the authorization, allotment and issue performance of the Shares its obligations hereunder and all costs and expenses of of, or incidental to to, all other matters in connection with such the transactions contemplated hereunder, including, without limitation, listing fees(i) the costs and expenses incidental to the authorization, issuance, sale, preparation and delivery of the Offered Securities to the Underwriters and any Taxes payable in connection therewith; (ii) the costs and expenses payable in connection with the qualification of the Shares distribution of the Offered Securities; (iii) the fees relating to listing the Offered Securities on any stock exchange and arranging for sale to clearance and settlement arrangements; (iv) the public, the reasonable fees and expenses of counsel for the Company, Fund and all reasonable fees and expenses of local counsel for the Fund (including U.S. counsel, ); (v) all reasonable fees and expenses of the Company's auditors, Fund’s auditors and other advisors and the auditors and other advisors of HPH; (vi) all reasonable costs and out-of-pocket expenses of the Fund relating to the marketing of the Offered Securities; (vii) all travel and roadshow and other costs of the Fund relating to information meetings and to preparation of Marketing Materials, if any, with potential investors; (including roadshow expenses), all filing and listing fees and viii) all costs and expenses incurred in connection with preparing, printing, translating and distributing commercial copies of the preparation, printing and filing of, Offering Documents and any Marketing Materials; (ix) the costs associated with electronic delivery by of preparing share certificates representing the Underwriters to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material Offered Securities; and any Permitted Free Writing Prospectus, filing fees incident to the review by FINRA of the terms of the sale of the Shares, (x) all fees and expenses of CDS Clearing and Depository Services Inc., the Depository Trust Company, the Debenture Trustee and the Fund’s registrar and transfer agent and registrar for the Shares shall be borne by and be for the account of the Company, provided that the Company shall only be responsible for up to US$245,000 of the legal fees of Underwriters' counsel (exclusive of disbursements and all applicable taxes), and provided further that if the over-allotment option provided for in Section 3(c) is exercised by the Underwriters, in whole or in part, then the Company agrees to be responsible for an additional amount of up to US$15,000 of the legal fees of Underwriters' counsel (exclusive of disbursements and applicable taxes)taxes thereon.

Expenses of the Offering. Whether (1) Except as provided for in Section 10(2), whether or not the transactions herein contemplated shall by this Agreement are completed or this Agreement is terminated, the Corporation will pay or cause to be completedpaid all costs and expenses of, except as hereinafter specifically provided, all expenses of or incidental to to, the authorization, allotment and issue performance of the Shares its obligations hereunder and all costs and expenses of of, or incidental to to, all other matters in connection with such the transactions contemplated hereunder, including, without limitation, listing fees(i) the costs and expenses incidental to the authorization, issuance, sale, preparation and delivery of the Offered Securities to the Underwriters and any Taxes payable in connection therewith; (ii) the costs and expenses payable in connection with the qualification of the Shares distribution of the Offered Securities and the Over-Allotment Option; (iii) the fees relating to listing the Offered Securities on any stock exchange and arranging for sale to clearance and settlement arrangements; (iv) the public, the reasonable fees and expenses of counsel for the Company, Corporation and all reasonable fees and expenses of local counsel for the Corporation (including U.S. counsel, ); (v) all reasonable fees and expenses of the Company's auditors, Corporation’s auditors and other advisors; (vi) all reasonable costs and out-of-pocket expenses of the Corporation relating to the marketing of the Offered Securities; (vii) all travel and roadshow and other costs of the Corporation relating to information meetings and to preparation of Marketing Materials, if any, with potential investors; (including roadshow expenses), all filing and listing fees and viii) all costs and expenses incurred in connection with preparing, printing, translating and distributing commercial copies of the preparation, printing and filing of, Offering Documents and any Marketing Materials; (ix) the costs associated with electronic delivery by of preparing share certificates representing the Underwriters to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material Offered Securities; and any Permitted Free Writing Prospectus, filing fees incident to the review by FINRA of the terms of the sale of the Shares, (x) all fees and expenses of CDS Clearing and Depository Services Inc., the Depository Trust Company, the Debenture Trustee and the Corporation’s registrar and transfer agent and registrar for the Shares shall be borne by and be for the account of the Company, provided that the Company shall only be responsible for up to US$245,000 of the legal fees of Underwriters' counsel (exclusive of disbursements and all applicable taxes), and provided further that if the over-allotment option provided for in Section 3(c) is exercised by the Underwriters, in whole or in part, then the Company agrees to be responsible for an additional amount of up to US$15,000 of the legal fees of Underwriters' counsel (exclusive of disbursements and applicable taxes)taxes thereon.

Expenses of the Offering. Whether (1) Except as provided for in Section 10(2), whether or not the transactions herein contemplated shall by this Agreement are completed or this Agreement is terminated, the Fund will pay or cause to be completedpaid all costs and expenses of, except as hereinafter specifically provided, all expenses of or incidental to to, the authorization, allotment and issue performance of the Shares its obligations hereunder and all costs and expenses of of, or incidental to to, all other matters in connection with such the transactions contem plated hereunder, including, without limitation, listing fees(i) the costs and expenses incidental to the authorization, issuance, sale, preparation and delivery of the Offered Securities to the Underwriters and any Taxes payable in connection therewith; (ii) the costs and expenses payable in connection with the qualification of the Shares distribution of the Offered Securities; (iii) the fees relating to listing the Offered Securities on any stock exchange and arranging for sale to clearance and settlement arrangements; (iv) the public, the reasonable fees and expenses of counsel for the Company, Fund and all reasonable fees and expenses of local counsel for the Fund (including U.S. counsel, ); (v) all reasonable fees and expenses of the Company's auditors, Fund’s auditors and other advisors and the auditors and other advisors of HPH; (vi) all reasonable costs and out-of-pocket expenses of the Fund relating to the marketing of the Offered Securities; (vii) all travel and roadshow and other costs of the Fund relating to information meetings and to preparation of Marketing Materials, if any, with potential investors; (including roadshow expenses), all filing and listing fees and viii) all costs and expenses incurred in connection with preparing, printing, translating and distributing commercial copies of the preparation, printing and filing of, Offering Documents and any Marketing Materials; (ix) the costs associated with electronic delivery by of preparing share certificates representing the Underwriters to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material Offered Securities; and any Permitted Free Writing Prospectus, filing fees incident to the review by FINRA of the terms of the sale of the Shares, (x) all fees and expenses of CDS Clearing and Depository Services Inc., the Depository Trust Company , the Debenture Trustee and the Fund’s registrar and transfer agent and registrar for the Shares shall be borne by and be for the account of the Company, provided that the Company shall only be responsible for up to US$245,000 of the legal fees of Underwriters' counsel (exclusive of disbursements and all applicable taxes), and provided further that if the over-allotment option provided for in Section 3(c) is exercised by the Underwriters, in whole or in part, then the Company agrees to be responsible for an additional amount of up to US$15,000 of the legal fees of Underwriters' counsel (exclusive of disbursements and applicable taxes)taxes thereon.

Expenses of the Offering. 16. Whether or not the transactions herein contemplated shall be completed, except as hereinafter specifically provided, all expenses of or incidental to the creation, authorization, allotment allotment, issue, delivery and issue marketing of the Shares Convertible Debentures and all expenses of or incidental to all other matters in connection with such transactions including, without limitation, listing fees, expenses payable in connection with the qualification of the Shares Convertible Debentures for sale to the public, printing and translation, costs of the reasonable certificates, fees of the transfer agent and registrar, as the case may be, the fees and expenses of counsel for the Company, the fees and expenses of Underwriters' counsel all reasonable fees and expenses of local counsel, all reasonable fees and expenses of the Company's auditors and predecessor auditors, all reasonable costs relating to information meetings (including roadshow expenses), all filing and listing fees and all costs incurred in connection with the preparation, preparation and printing and filing of, and any costs associated with electronic delivery by of the Underwriters to investors of, the Registration Statement, Canadian Preliminary Prospectus, U.S. Preliminary Prospectus, Canadian Prospectus, U.S. Prospectus, Supplementary Material and any Permitted Free Writing ProspectusU.S. Private Placement Memorandum and definitive certificate representing the Convertible Debentures, filing fees incident to the review by FINRA of the terms of the sale of the Shares, fees and expenses of the transfer agent and registrar for the Shares shall be borne by and be for the account of the Company, ; provided that the Company shall only be responsible for up to US$245,000 50% of the legal total fees and disbursements of Underwriters' legal counsel (exclusive and all out-of-pocket expenses of disbursements and applicable taxes), and provided further that if the over-allotment option provided for in Section 3(c) is exercised by the Underwriters, subject to a maximum of $100,000. In addition, in whole or in part, then the Company agrees to be responsible for an additional amount of up to US$15,000 event the transactions herein contemplated are not completed as a result of the legal Company's failure to comply with the terms of this agreement, the out-of-pocket expenses of the Underwriters (including all of the fees and disbursements of Underwriters' counsel (exclusive counsel) shall be borne by and be for the account of disbursements and applicable taxes)the Company.