Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the 8-K Information, the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement, each of the Transaction DocumentsBasic Documents and the Indemnification Agreement; (iv) the fees and expenses of Xxxxxx & Xxxxxxx LLP, counsel for the Company’s Underwriters; (v) the fees and expenses of the Depositor's counsel and independent accountants; (vvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Lead Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vivii) any fees charged by rating agencies Rating Agencies for rating the SecuritiesCertificates; (viiviii) the fees and expenses of the Trustee Trustee, the Master Servicer and any paying agent the Special Servicer (including related fees and expenses of any counsel to such parties); (viiiix) all expenses and application fees incurred in connection with any filing withwith the National Association of Securities Dealers, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCInc.; and (ixx) all expenses incurred by the Company in connection with any “"road show” " presentation to potential investors; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, ; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Operating Partnership agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the CompanyOperating Partnership’s counsel and independent accountantsof Ernst & Young LLP; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related and reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses (including reasonable fees and expenses of counsel for the Underwriters) and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company Operating Partnership in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company Operating Partnership agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. The Borrower agrees (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Administrative Agent for all documented its reasonable out-of-pocket costs and expenses (incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent and filing and recording fees and expenses; provided, however, the Borrower shall only be liable for the fees and expenses of their counsel) reasonably incurred by one counsel for the Underwriters Arranger Parties, the Administrative Agent and the Lenders, collectively, from time to time, in connection with the preparation, execution, delivery and administration of this Agreement and the offering contemplated herebyother Loan Documents, with statements with respect to the foregoing to be submitted to the Borrower prior to the Restatement Effective Date (in the case of amounts to be paid on the Restatement Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent and (c) to pay, indemnify, and hold each Lender, Arranger Party and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Revolving Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower or any of its Subsidiaries or any of their properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”); provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from (i) the willful misconduct, bad faith or gross negligence of such Indemnitee, (ii) a material breach by such Indemnitee of its obligations hereunder or under the other Loan Documents or (iii) claims of one or more Indemnitees against another Indemnitee (other than claims against the Administrative Agent or the Arranger Parties in their capacities as such) and not involving any act or omission of the Borrower or its Subsidiaries or any of their Affiliates (or such person’s officers, directors, employees, advisors, agents or representatives). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery that arise as a result of such Indemnitee’s status as a Lender or the Administrative Agent, or an officer, director, employee, affiliate, agent or controlling person thereof, with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee, except to the extent that such claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses are found by a final non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence or willful misconduct of such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor, and such demand shall set forth in reasonable detail the basis for and calculation of any such amounts claimed as owing by the Borrower. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Revolving Loans and all other amounts payable hereunder and the termination of this Agreement. This Section 10.5 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Company agrees Antero Entities jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, each Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and the Guarantors’ counsel, independent accountants and independent accountantsreserve engineers; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Initial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (ba) If (i) this Agreement is terminated pursuant to Section 98(ii), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any other reason permitted under this Agreement, each of the Company agrees Antero Entities jointly and severally agree to reimburse the Underwriters Initial Purchasers for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: including, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate in accordance with Section 4(g) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 98, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred and documented by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, each Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Initial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors jointly and severally agrees to reimburse the Underwriters Initial Purchasers for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that notwithstanding clause (ix) above, the Underwriters shall pay one-half of the lease expenses associated with any airplane which is used for the purposes of such “road show” presentations. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iiiii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement (other than Section 9, but excluding any termination of this Agreement by the Representative pursuant to clause (ii) thereof), the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees Issuers jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the reasonable fees and expenses of the Company’s Issuers’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company Issuers in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Issuers jointly and severally agree to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectusthe Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement and each of the Transaction Basic Documents; (iv) the fees and expenses of counsel for the Company’s Underwriters; (v) the fees and expenses of the Depositor's counsel and independent accountants; (vvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vivii) any fees charged by rating agencies for rating the SecuritiesCertificates; (viiviii) the fees and expenses of the Trustee Trustee, the Master Servicer, the Special Servicer and any paying agent the Paying Agent (including related fees and expenses of any counsel to such parties); (viiiix) all expenses and application fees incurred in connection with any filing withwith the National Association of Securities Dealers, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCInc.; and (ixx) all expenses incurred by the Company in connection with any “"road show” " presentation to potential investorspurchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees Transaction Entities jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s Transaction Entities’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering of the Securities by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company Transaction Entities in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Transaction Entities jointly and severally agree to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including Memorandum, but specifically excluding the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000)Underwriters; (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); ) and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; . Notwithstanding the foregoing, except as expressly agreed otherwise in this Agreement, it is understood and (ix) agreed that the Underwriters will pay all fees and expenses incurred by of counsel to the Company in connection with any “road show” presentation to potential investorsUnderwriters. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate reasonably request and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCInc.; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is shall be terminated pursuant to Section 9by the Underwriters, (ii) or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason fails the Company shall be unable to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted perform its obligations under this Agreement, the Company agrees to will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all documented out-of-pocket costs and expenses (including the fees and expenses disbursements of their counsel) reasonably incurred by the such Underwriters in connection with this Agreement and or the offering of the Securities contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iii) all fees and expenses of the Company’s counsel, independent public or cause to be paid certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the preliminary prospectus and the Prospectus (including financial statements and exhibits), and all amendments and supplements thereto, all Issuer Free Writing Prospectuses, this Agreement, the Indenture and the Securities, (v) all filing fees, expenses and reasonable attorneys’ fees incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the blue sky laws as provided in Section 3(h) and, if requested by the Underwriters, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) any fees payable in connection with the rating of the Securities with the ratings agencies, (viii) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Securities by DTC for “book-entry” transfer and (ix) all costs and expenses incident to the performance by the Company of its other obligations hereunder, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable under this Agreement. Except as provided in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; clause (v) the fees of this Section 4, Section 6, Section 7 and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationSection 8 hereof, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing withshall pay their own expenses, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connectionthereon; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, each Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the reasonable fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions (including Canada) as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Initial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such partiesparties as may be agreed by the Company, the Trustee, and the paying agent); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and application for the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (except that, subject to Section 10(b), the Initial Purchasers shall pay 100% of the cost of any aircraft used in connection with the “road show”). (b) If (i) this Agreement is terminated pursuant to Section 98 (other than as the result of an event of the type described in Section 8(i)), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Initial Purchasers for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counselcounsel and the full cost of any aircraft used in connection with the “road show”)) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000connection therewith); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (viii) if required, all expenses and application fees fees, incurred in connection with the review by, any filing with, and clearance of the offering by, FINRA (including filing fees and fees and expenses of counsel for the Financial Industry Regulatory Authority, and Underwriters relating to the approval clearance of the Securities for book-entry transfer offering by DTCFINRA); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (x) all expenses and application fees related to the listing of the Shares on the Exchange; and (xi) all fees and expenses in connection with the registration of the Shares under the Exchange Act. It is understood, however, that, except as otherwise provided in this Agreement, the Underwriters will pay all fees and expenses of counsel for the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this AgreementAgreement (other than a termination of this Agreement pursuant to Section 12(c) hereof), the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Company agrees Antero Entities jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, each Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel Antero Entities’ counsel, independent accountants and independent accountantsreserve engineers; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Initial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company Partnership in connection with any “road show” presentation to potential investors. (ba) If (i) this Agreement is terminated pursuant to Section 98(ii), (ii) the Company Partnership for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any other reason permitted under this Agreement, each of the Company agrees Antero Entities jointly and severally agree to reimburse the Underwriters Initial Purchasers for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing printing, reproduction, delivery to or at the direction of the Representatives and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof); (iii) the costs of reproducing and distributing each of this Agreement, the Transaction DocumentsSecurities, the Indenture and any Blue Sky Memorandum; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) if required, all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by and application fees related to the Company in connection with any “road show” presentation to potential investorslisting of the Securities on the New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 99 or 10 hereof, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any transfer taxes payable imposed in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Prospectus and the Final Prospectus (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering of Securities by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is shall be terminated pursuant to Section 9, (ii) by the Underwriters because of any failure or refusal on the part of the Company for to comply with the terms or to satisfy any reason fails to tender of the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under conditions of this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Underwriters, upon consummation of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitationhereby: (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, each the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information General Disclosure Package, the Prospectus, any amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each any transaction document by mail or other means of communications; (d) the fees and expenses (including reasonable related fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the Transaction Documentsterms of the sale of the Shares and any filings made with FINRA; (ive) any applicable listing, quotation or other fees; (f) the fees and expenses (including reasonable related fees and expenses of counsel to the Underwriters) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(i) and of preparing, printing and distributing wrappers, “Blue Sky Memoranda” and “Legal Investment Surveys”, if any; (g) the cost of preparing and printing stock certificates, if any; (h) all fees and expenses of the registrar and transfer agent of the Shares; and (i) all other costs and expenses incident to the Offering or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all other expenses incurred by the Company Company’s and Underwriters’ personnel in connection with any “road show” presentation to potential investors. including, without limitation, any expenses advanced by the Underwriters on the Company’s behalf (b) If (i) this Agreement is terminated pursuant to Section 9which will be promptly reimbursed)); provided, (ii) however, the Company for shall not be obligated to pay any reason fails to tender the Securities for delivery fees, disbursements and expenses of counsel to the Underwriters or pursuant to clauses (iiid) and (f) of this Section 5 in excess of $10,000 in the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyaggregate.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, hereunder including without limitation: the following: (i) the costs incident all filing fees and communication expenses related to the authorization, issuance, sale, preparation and delivery registration of the Securities and any taxes payable to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for XXXXX and filing under the Securities Act of the Registration Statement, each any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees all fees, disbursements and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred accountants in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate Securities Act and the preparationOffering; (iv) all fees and expenses in connection with listing the Securities on the Nasdaq Capital Market, including a one-time payment to Underwriter’s counsel of $5,000 in connection with such listing; (v) the costs of all mailing and printing of the underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney); (vi) all reasonable travel expenses of the Company’s officers and employees and any other expense of the Company incurred in connection with attending or hosting meetings with prospective purchasers of the Securities; (vii) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (viii) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Securities; (x) any reasonable cost and expenses in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the Representative; (xi) fees of Underwriters’ Counsel; (xii) the cost of preparing, printing and distribution delivering certificates representing each of the Securities; (xiii) all other costs, fees and expenses incident to the performance of the Company obligations hereunder which are not otherwise specifically provided for in this Section 5; provided, however, that the maximum amount of fees, costs and expenses incurred by the Representative that the Company shall be responsible for shall be $150,000. The Company and the Representative acknowledge that the Company has previously paid to the Representative advances in an amount of $60,000 (the “Advances”) against the Representative’s out-of pocket expenses. (b) Notwithstanding anything to the contrary in this Section 5, in the event that this Agreement is terminated by the Company, pursuant to Section 11(b) hereof, or subsequent to a Blue Sky Memorandum Material Adverse Change, the Company will pay the out-of pocket expenses actually incurred as allowed under FINRA Rule 5110 by the Underwriters through the date of such termination (including the related reasonable and documented out-of-pocket fees and expenses disbursements of counsel for the Underwriters Underwriters’ Counsel ) in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating 150,000 less the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsAdvances previously paid. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may reasonably designate and with the preparation, printing and distribution of a any Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (v) the cost of preparing the Securities; (vi) the costs and charges of any trustee, registrar or paying or authenticating agent for the Securities; (vii) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) . If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Notes and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountantsregistered public accounting firm; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Notes under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the SecuritiesNotes; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) any expenses and application fees incurred in connection with the approval of the Notes for book entry transfer by DTC; (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCInc.; and (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (a) prior to the launch of the offering in anticipation of the offering or (b) in connection with the sale of the Notes. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Notes for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Notes for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to a. The Fund will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Dealer Manager Agreement and in connection with the Offer, including without limitation: including, but not limited to, expenses relating to (i) the costs incident to printing and filing of the authorizationRegistration Statement as originally filed and of each amendment thereto, issuance(ii) the preparation, sale, preparation issuance and delivery of the Securities certificates for the Common Shares, if any, and any taxes payable in that connection; (ii) the costs incident subscription certificates relating to the preparationRights, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing fees and distributing each disbursements of the Transaction Documents; Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) the printing or other production and delivery to the Dealer Manager of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto, (v) the fees and expenses incurred with respect to any filing with and review by FINRA, including the fees and disbursements of the CompanyDealer Manager’s counsel with respect thereto, (vi) the printing or other production, mailing and independent accountants; delivery expenses incurred in connection with Offering Materials, including all reasonable out-of-pocket fees and expenses, if any, incurred by the Dealer Manager and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers, (vvii) the fees and expenses incurred in connection with listing the registration or qualification Rights on the NYSE; (viii) the fees and determination of eligibility for investment expenses incurred with respect to the Rights Agent and (ix) all other fees and expenses (excluding the announcement, if any, of the Securities Offer in The Wall Street Journal) incurred in connection with or relating to the Offer. The Fund agrees to pay the foregoing expenses whether or not the transactions contemplated under this Dealer Manager Agreement are consummated. b. If this Dealer Manager Agreement is terminated by the laws Dealer Manager in accordance with the provisions of such jurisdictions as Section 5 or Section 8(a)(i), 8(a)(ii) or 8(a)(iii), the Representatives may designate and Fund agrees to reimburse the preparation, printing and distribution Dealer Manager for all of a Blue Sky Memorandum (including the related its reasonable and documented out-of-pocket expenses incurred in connection with its performance hereunder, including the reasonable fees and expenses disbursements of counsel for the Underwriters Dealer Manager. In the event the transactions contemplated hereunder are not consummated for reasons other than as described in an aggregate amount not the previous sentence, the Fund agrees to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses pay all of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including set forth in Section 4(a) which the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyFund would have paid if such transactions had been consummated.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction DocumentsAgreement, Indenture and Securities; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriter); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Underlying Securities on NYSE. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Securities for any reason permitted under this Agreementdue to the Company’s failure to comply with Section 6 herein, the Company agrees to reimburse the Underwriters Underwriter for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation: including: (i) the costs incident to the authorization, issuance, sale, preparation and delivery filing of the Securities Registration Statement (including financial statements and exhibits), the Preliminary Prospectus, the Prospectus, and any taxes payable in that connection; Issuer Free Writing Prospectuses, each as originally filed and of each amendment and supplement thereto; (ii) the costs incident to the preparation, printing issuance and filing under delivery of certificates for the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; Securities; (iii) the costs of reproducing reasonable fees and distributing each disbursements of the Transaction Documents; Company’s accountants and counsel, of the Trustee and its counsel, of the Paying Agent and its counsel, and of any registrar and authenticating agent; (iv) the qualification of the Securities under securities laws in accordance with the provisions of Section 4(g) hereof, including filing fees and expenses the reasonable fees and disbursements of counsel to the Company’s counsel Underwriters in connection therewith and independent accountants; in connection with the preparation of any Blue Sky Survey; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for delivery to the Underwriters in an aggregate amount not to exceed $10,000); quantities as may be reasonably requested of copies of the Preliminary Prospectus, the Final Term Sheet and the Prospectus and any amendments or supplements thereto; (vi) the preparation and delivery to the Underwriters of copies of this Agreement and the Indenture; (vii) any fees charged by rating agencies for the rating of the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); ; (viii) all expenses and application fees incurred related to the listing of the Securities on the NYSE; and (ix) all expenses and application fees in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; eligibility for clearance and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorssettlement through Clearstream and Euroclear. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to by the Underwriters in accordance with the provisions of Section 6 (other than the provisions of Section 6(c)(v)) or clause (iiii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementof Section 10 hereof, the Company agrees to shall reimburse upon demand the Underwriters for all of their documented out-of-pocket costs and expenses (expenses, including the fees and expenses disbursements of their counsel) counsel for the Underwriters, that shall have been reasonably incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated herebySecurities and Securities Guarantees. (c) Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule B bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager (as defined below) may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not up to exceed a maximum of $10,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, by FINRA (including the Financial Industry Regulatory Authority, reasonable fees and expenses of counsel for the approval Underwriters up to a maximum aggregate amount of the Securities for book-entry transfer by DTC$25,000); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectusthe Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement and each of the Transaction Basic Documents; (iv) the fees and expenses of counsel for the Company’s Underwriters; (v) the fees and expenses of the Depositor's counsel and independent accountants; (vvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vivii) any fees charged by rating agencies for rating the SecuritiesCertificates; (viiviii) the fees and expenses of the Trustee Trustee, the Master Servicers, the Special Servicer and any paying agent the Paying Agent (including related fees and expenses of any counsel to such parties); (viiiix) all expenses and application fees incurred in connection with any filing withwith the National Association of Securities Dealers, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCInc.; and (ixx) all expenses incurred by the Company in connection with any “"road show” " presentation to potential investorspurchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees Issuer and each Guarantor jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunderhereunder (excluding, for the avoidance of doubt, the fees and expenses of counsel to the Underwriters), including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Notes (excluding any recoverable value added tax) as contemplated by this Agreement, and any transfer taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the CompanyIssuer’s and each Guarantor’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Notes under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the SecuritiesNotes, if any; (vii) the preparation of the Indenture and fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such partiesthe Trustee); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering of the Notes by, the Financial Industry Regulatory Authority, and the approval of the Securities Notes for book-entry transfer by DTC; and (ix) all any fees and expenses incurred by the Company in connection with the listing of the Notes on any “road show” presentation to potential investorssecurities exchange. (b) If (i) this Agreement is terminated pursuant to Section 910, (ii) the Company Issuer for any reason fails to tender the Securities Notes for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Notes for any reason permitted under this Agreement, the Company Issuer and each Guarantor jointly and severally agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that, in respect of expenses so incurred by the Underwriters in the case of (i) above, such reimbursement shall not exceed $300,000 (exclusive of any value added tax which may be payable).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company agrees to will pay or cause to be paid all costs reasonable and necessary expenses incident to the performance of its obligations hereunderunder this Agreement and each Terms Agreement, including without limitation: (ia) the costs incident to preparing, printing or other production and filing of the authorizationRegistration Statement (as originally filed) and all amendments thereto, issuance(b) the preparation, sale, preparation issuance and delivery of the Securities and any taxes payable in that connection; to the Underwriters, (iic) the costs incident reasonable fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel, (d) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(G) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Survey, (e) the printing or other production and delivery to the preparation, printing and filing under the Securities Act Underwriters in quantities as hereinabove stated of copies of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Prospectus and the Final Prospectus (including all exhibits, and any amendments and or supplements thereto) and the distribution thereof; , (iiif) the costs production and delivery to the Underwriters of reproducing and distributing each copies of the Transaction Documents; Indenture and any Blue Sky Survey reasonably requested by the Representatives, (ivg) the fees of rating agencies, (h) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses expenses, if any, incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the laws of such jurisdictions as the Representatives may designate on any securities exchange, and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); i) (vi) any fees charged by rating agencies for rating the Securities; (viix) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees expenses, if any, incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, Inc. and (y) the approval reasonable fees and expenses of counsel for the Underwriters in connection therewith. If a Terms Agreement is terminated by the Representatives in accordance with the provisions of Section 4 or Sections 9(i) and 9(iv) hereof, or if the sale of any Securities provided for herein or in any Terms Agreement is not consummated because any condition to the obligations of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred Underwriters set forth herein is not satisfied by the Company in connection or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementprovision hereof, the Company agrees to shall reimburse the Underwriters named in such Terms Agreement for all documented of their reasonable out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, that shall have been incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated herebySecurities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectusthe Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Basic Documents; (iv) the fees and expenses of counsel for the CompanyUnderwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vivii) any fees charged by rating agencies the Rating Agencies for rating the SecuritiesCertificates; (viiviii) the fees and expenses of the Trustee Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and any paying agent the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (viiiix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, with the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investorspurchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Notes to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the registration of the Notes under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, each Preliminary the Base Prospectus, any Issuer Free Writing Prospectus, the Time General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) all costs and expenses incident to listing the Notes on the NYSE American; (e) the fees and expenses of Sale Information and counsel for the Underwriters incurred in connection with qualifying the Notes under the securities laws of the several jurisdictions provided in the Prospectus (including all exhibitsand of preparing, amendments printing and supplements thereto) and the distribution thereofdistributing wrappers; (iiif) the costs of reproducing fees and distributing each expenses of the Transaction DocumentsTrustee and any transfer agent, registrar or depository with respect to the Notes; (ivg) the expenses and application fees incurred in connection with the approval of the Notes for book-entry transfer by DTC; (h) all other costs and expenses of the Company incident to the offering of the Notes by, or the performance of the obligations of, the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (v) accountants and the fees travel and other reasonable expenses incurred by Company personnel in connection with the registration or qualification any “road show”); and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related i) all other reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement the Offering, including fees and expenses of counsel to the offering contemplated herebyUnderwriters, up to a maximum aggregate amount of $100,000.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all the following costs and expenses incident to the performance of its obligations hereunder, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments amendments, and supplements theretosupplements) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount Underwriters), provided that such fees and expenses shall not to exceed $10,000)5,000; (vi) any fees charged by rating agencies for rating the Securities; (vii) the reasonable fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of any counsel to such parties); and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 98(ii), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities [and any Warrant Securities issuable upon exercise of the Warrants] and any stamp, issuance, transfer or other similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities [and any Warrant Securities issuable upon exercise of the Warrants] under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative[s] may designate and with the preparationprior approval of the Company (such approval not to be unreasonably withheld, printing and distribution of a Blue Sky Memorandum conditioned or delayed) (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates, if applicable; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) all filing fees and the reasonable fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (such fees and expenses pursuant to this clause (vii) and clause (iv), in the Financial Industry Regulatory Authorityaggregate, and the approval of the Securities for book-entry transfer by DTCshall not exceed $[ ]); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters shall be responsible for 50% of the third-party costs of any chartered private aircraft incurred in connection with such road show; and (ix) all expenses and application fees related to the listing of the Securities [or any Warrant Securities issuable upon exercise of the Warrants] on [applicable stock exchange]. It is, however, understood that except as provided in this Section 12 or in Section 8 of this Agreement, the Underwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make and 50% of the third-party costs of any chartered private aircraft incurred in connection with the road show and all travel, lodging and other expenses of the Underwriters incurred by them in connection with any road show. (b) If (i) this Agreement is terminated pursuant to Section 910 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 10), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters (other than as a result of a termination pursuant to Section 11 or clauses (i), (iii) or (iv) of Section 10 or the default by one or more of the Underwriters in its or their respective obligations hereunder) or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiiii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iviii) the fees and expenses of the Company’s counsel and independent accountantsaccountants and the reasonable and documented fees and expenses of one counsel for the Selling Stockholders and the fees and expenses of Alliance Boots’ independent accountants and; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount Underwriters, not to exceed $10,00015,000 in the aggregate); (vi) any fees charged by rating agencies for rating the Securities; (viiv) the fees and expenses of the Trustee and any paying agent Transfer Agent (including related fees and expenses of any counsel to such partiesperson); (viiivi) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory AuthorityAuthority (including the related reasonable and documented fees and expenses of counsel for the Underwriters, not to exceed $50,000 in the aggregate) and (vii) all expenses and application fees related to the listing of any Securities on any securities exchange. For the avoidance of doubt, the Company, the Selling Stockholders and the approval Underwriters agree that, if the Company receives any amounts otherwise payable to the Selling Stockholders pursuant to this Agreement, the Company shall receive such amounts solely in trust for the Selling Stockholders and shall promptly pay over such amounts to the Selling Stockholders. Except as provided in this Section 12 hereof, the Underwriters shall pay their own costs and expenses, including, without limitation, the costs and expenses of their counsel, stock transfer taxes on resale of the Securities for book-entry transfer by DTC; they may make and (ix) all any advertising expenses incurred by connected with any offers they may make. Notwithstanding the foregoing, as between the Company in connection with and the Selling Stockholders, the provisions of this Section 12 shall not affect any “road show” presentation to potential investorsagreement that the Company and the Selling Stockholders may have or make regarding the allocation of expenses solely between the Company and the Selling Stockholders. (b) If (i) this Agreement is terminated pursuant to Section 910(ii), (ii) the Company Selling Stockholders for any reason (other than a breach by any Underwriter hereunder) fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided, that the Company shall then be under no further obligation to the Underwriters in respect of this Agreement except as provided in Section 8 hereof.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and Shares and, with respect to any Primary Shares only, any transfer or other taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits) as originally filed and of each amendment thereto, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, and any amendments and or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters Underwriters) in an aggregate amount not to exceed $10,000)5,000; (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (provided that such reasonable and documented fees and disbursements of counsel to the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCUnderwriters pursuant to this clause (vii) shall not exceed $35,000); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that any expenses or costs associated with any chartered plane used in connection with any “road show” presentation to potential investors will be paid 50% by the Company and 50% by the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market. It is agreed that, except as specifically provided in this Section 13 and as otherwise contemplated in Section 9 hereof, the Underwriters and Selling Stockholders will pay all of their own costs and expenses, including the fees of their counsel and, in the case of the Selling Stockholders only, any transfer or other taxes payable in connection with the Shares sold by such Selling Stockholders. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing incident to the production and distributing each distribution of the Transaction DocumentsBase Indenture and the Supplemental Indenture; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount Underwriters) (not to exceed $10,00015,000); (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, review by, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors including without limitation, one-half of the cost of aircraft and other transportation chartered in connection with the road show, provided that one-half of the cost of aircraft and other transportation chartered in connection with the road show and the lodging, airfare and other expenses (including meals) of employees of the Underwriters shall be the responsibility of the Underwriters; (ix) any fees charged by securities rating services or agencies in connection with the rating of the Securities; and (x) the fees and expenses of the Trustee and any paying agent (including any fees and expenses of counsel for the Trustee) in connection with the Base Indenture, the Supplemental Indenture, Form T-1 and the Securities. (b) If (i) this Agreement is terminated pursuant to clause (ii) of the first sentence of Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason as permitted under this AgreementAgreement due to failure of one or more of the conditions under Section 6, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Units under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount Underwriters, not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses of the Trustee and any paying agent (including related fees and expenses charges of any counsel to such parties)transfer agent, trustee, warrant agent and registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority, reasonable and documented fees and expenses of counsel for the approval of the Securities for book-entry transfer by DTCUnderwriters relating to such filings up to $25,000); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Units on NYSE. (b) If (i) this Agreement is terminated pursuant to Section 99 hereof (other than clauses (iii) and (iv)), (ii) the Company for any reason fails to tender the Securities Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees Issuer and the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any documentary, stamp or similar taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Circular, each Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Written Communication and the Prospectus Offering Circular (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the CompanyIssuer’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Initial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee Trustee, the Collateral Agent and any paying agent (including related fees and reasonable expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; (ix) all expenses associated with the creation and perfection of security interests, including, without limitation, the drafting and negotiation of the Security Documents, the Joinders and any other documents, supplements, joinders, mortgages, deeds of trust and other security documents and the creation, preparation and filing of UCC financing statements, including filing fees and fees incurred in connection with lien searches, and the reasonable and documented fees and expenses of legal counsel to the Initial Purchasers incurred in connection with any of the foregoing; and (ixx) all expenses incurred by the Company Issuer in connection with any “road show” presentation to potential investorsinvestors (it being understood that the Initial Purchasers, collectively, shall bear half of the costs associated with any chartered aircraft). It is understood, however, that except as provided in this Section 10 and Section 7 hereof, the Initial Purchasers will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company Issuer for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Issuer and each of the Guarantors jointly and severally agree to reimburse the Underwriters Initial Purchasers for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to and the Selling Shareholders will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any stamp duties or other issuance or transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,00015,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (but with respect to related fees and expenses of counsel for the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCUnderwriters not to exceed $20,000); and (ixviii) all non-transportation-related expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors and 50% of the out-of-pocket costs and expenses of aircraft and other transportation used in connection with the road show; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE. It is understood, however, that except as provided in this Section 13, Section 9 entitled “Indemnity and Contribution,” and Section 11 entitled “Termination” above, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 911, (ii) the Company or the Selling Shareholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this AgreementAgreement (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12), the Company agrees and the Selling Shareholders agree to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that, if any Selling Shareholder fails to tender its Shares for delivery to the Underwriters, such Selling Shareholder agrees to reimburse the Underwriters only for its pro rata portion of such out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) based upon the number of Shares agreed to be sold by such Selling Shareholder pursuant to this Agreement relative to the total number of Shares agreed to be sold by the Selling Shareholder pursuant to this agreement with the remainder of such expenses being the responsibility of the Company. (c) This Section 13 shall not affect any separate agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Shareholders, on the other hand.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities [and any Warrant Securities issuable upon exercise of the Warrants] and any stamp, issuance, transfer or other similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities [and any Warrant Securities issuable upon exercise of the Warrants] under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative[s] may designate and with the preparationprior approval of the Company (such approval not to be unreasonably withheld, printing and distribution of a Blue Sky Memorandum conditioned or delayed) (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters Underwriters); (v) the cost of preparing stock certificates, if applicable, in an aggregate amount not to exceed $10,000)connection with the issuance and sale of any Underlying Securities; (vi) the costs and charges of any fees charged by rating agencies for rating transfer agent and any registrar in connection with the issuance and sale of any Underlying Securities; [(vii) all filing fees and the reasonable fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (such fees and expenses pursuant to this clause (vii) and clause (iv), in the Financial Industry Regulatory Authorityaggregate, and the approval of the Securities for book-entry transfer by DTCshall not exceed $[ ])]; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters shall be responsible for 50% of the third-party costs of any chartered private aircraft incurred in connection with such road show; (ix) the fees and expenses of the Trustee with respect to the Securities; and (x) all expenses and application fees related to the listing of the Securities, the Underlying Securities [or any Warrant Securities issuable upon exercise of the Warrants] on [applicable stock exchange]. It is, however, understood that except as provided in this Section 12 or in Section 8 of this Agreement, the Underwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make and 50% of the third-party costs of any chartered private aircraft incurred in connection with the road show and all travel, lodging and other expenses of the Underwriters incurred by them in connection with any road show. (b) If (i) this Agreement is terminated pursuant to Section 910 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 10), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters (other than as a result of a termination pursuant to Section 11 or clauses (i), (iii) or (iv) of Section 10 or the default by one or more of the Underwriters in its or their respective obligations hereunder) or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountantsaccountants subject to the pre-agreed amounts; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Units under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing share certificates; (vii) the fees costs and expenses of the Trustee and any paying agent (including related fees and expenses charges of any counsel to such parties)transfer agent, trustee, warrant agent and registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority, reasonable and documented fees and expenses of counsel for the approval of the Securities for book-entry transfer by DTCUnderwriters relating to such filings up to $25,000); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Units on Nasdaq. (b) If (i) this Agreement is terminated pursuant to Section 99 (other than clauses (iii) and (iv)), (ii) the Company for any reason fails to tender the Securities Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements theretothereto in connection therewith) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the documented, reasonable fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such U.S. jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, other than due to a termination pursuant to Section 9, the Company agrees to reimburse the Underwriters for all reasonable, documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all the costs and expenses incident to the performance of its obligations hereunderunder this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation: (i) the costs incident to preparation, printing or reproduction and filing with the authorization, issuance, sale, preparation and delivery Commission of the Securities Registration Statement (including financial statements and exhibits thereto), the Prospectus and each amendment or supplement to any taxes payable in that connectionof them; (ii) the costs incident to the preparationprinting (or reproduction) and delivery (including postage, printing air freight charges and filing under the Securities Act charges for counting and packaging) of such copies of the Registration Statement, each Preliminary the Prospectus, and all amendments or supplements to any Issuer Free Writing Prospectusof them, as may, in each case, be reasonably requested for use in connection with the Time offering and sale of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofShares; (iii) the costs preparation, printing, authentication, issuance and delivery of reproducing certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and distributing each sale of the Transaction DocumentsShares; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) the listing of the Shares on Nasdaq; (vi) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Manager relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including filing fees and the reasonable fees and expenses of counsel for the Manager relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Shares; (ix) the fees and expenses of the Company’s counsel accountants and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum counsel (including local and special counsel) for the related Company; (x) the reasonable and documented out-of-pocket fees expenses of the Manager, including the reasonable fees, disbursements and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Manager in connection with this Agreement and the offering Registration Statement and ongoing services in connection with the transactions contemplated herebyhereunder; and (xi) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Public Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Public Units under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses of the Trustee and any paying agent (including related fees and expenses charges of any counsel to such parties)transfer agent, trustee, warrant agent and registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering Offering by, FINRA (including the Financial Industry Regulatory Authority, reasonable and documented fees and expenses of counsel for the approval of the Securities for book-entry transfer by DTCUnderwriters relating to such filings up to $25,000); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Public Units on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 99 (other than clauses (iii) and (iv)), (ii) the Company for any reason fails to tender the Securities Public Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Public Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any stamp, issuance, transfer or other similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing ProspectusPricing Disclosure Package, the Time of Sale Information any Marketing Materials and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and with the preparationprior approval of the Company (such approval not to be unreasonably withheld, printing and distribution of a Blue Sky Memorandum conditioned or delayed) (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates, if applicable; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) all filing fees and the reasonable fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (such fees and expenses pursuant to this clause (vii) and clause (iv), in the Financial Industry Regulatory Authorityaggregate, and the approval of the Securities for book-entry transfer by DTCshall not exceed $15,000); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters shall be responsible for 50% of the third-party costs of any chartered private aircraft incurred in connection with such road show; and (ix) all expenses and application fees related to the listing of the Securities on the New York Stock Exchange. It is, however, understood that except as provided in this Section 12 or in Section 8 of this Agreement, the Underwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make and 50% of the third-party costs of any chartered private aircraft incurred in connection with the road show and all travel, lodging and other expenses of the Underwriters incurred by them in connection with any road show. (b) If (i) this Agreement is terminated pursuant to Section 910 (other than as a result of a termination pursuant to clauses (i), (iii) or (iv) of Section 10), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters (other than as a result of a termination pursuant to Section 11 or clauses (i), (iii) or (iv) of Section 10 or the default by one or more of the Underwriters in its or their respective obligations hereunder) or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Notes and any taxes payable in that connectionconnection therewith; (ii) the all costs incident to and expenses incurred in connection with the preparation, printing and printing, filing under the Securities Act Act, shipping and distribution of the Registration Statement, each the Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus, the Time of Sale Information Prospectus and the Prospectus (including and all exhibitsamendments, amendments exhibits and supplements thereto) , and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iviii) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Notes under the state or foreign securities or blue sky laws (including insurance securities laws) of such jurisdictions as the Representatives may designate reasonably request in writing and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (v) the cost of preparing the Global Note; (vi) any fees charged by rating agencies for rating the SecuritiesNotes; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all fees and expenses and application fees incurred of the Company in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities Notes by DTC for “book-entry transfer by DTCentry” transfer; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Securities Notes for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Notes for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not The Company will pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and following expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus Statement (including all financial statements and exhibits) as originally filed and of each amendment and supplement thereto, amendments (ii) the preparation, issuance and supplements thereto) delivery of the certificates for the Placement Securities to the Placement Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the distribution thereof; sale, issuance or delivery of the Placement Securities to the Placement Agent, (iii) the costs of reproducing fees and distributing each disbursements of the Transaction Documents; counsel, accountants and other advisors to the Company, (iv) the qualification or exemption of the Placement Securities under securities laws in accordance with the provisions of Section 7(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Placement Agent in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplements thereto, (v) the printing and delivery to the Placement Agent of copies of any permitted Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Placement Agent to investors, (vi) the fees and expenses of the Company’s transfer agent and registrar for the Securities, (vii) the filing fees incident to, and the reasonable fees and disbursements of counsel and independent accountants; to the Placement Agent in connection with, the review by FINRA of the terms of the sale of the Securities, (vviii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Placement Securities under on the laws of such jurisdictions as Nasdaq, (ix) the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses disbursements of counsel for the Underwriters in an aggregate amount not to exceed $10,000); Placement Agent, and (vi) any fees charged by rating agencies for rating the Securities; (viix) the fees reasonable costs and expenses of the Trustee and any paying agent Placement Agent; provided, that the fees set forth in Subsection (including related fees and expenses of any counsel to such partiesiv); , (viii) all expenses and application fees incurred in connection with any filing withvii), and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by and (x) of this Section 8, which shall not exceed $75,000 in the Company in connection with any “road show” presentation to potential investorsaggregate. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses reasonably incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority, related fees and expenses of counsel for the approval of the Securities for book-entry transfer by DTCUnderwriters in an amount not to exceed $10,000); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented reasonable out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company The Seller agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, Statement and any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements exhibits thereto) and the distribution thereof; (iii) the costs of reproducing distributing the Registration Statement as originally filed and distributing each of amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), any preliminary prospectus, the Transaction DocumentsProspectus and any amendment or supplement to the Prospectus or any document incorporated by reference therein, all as provided in this Agreement; (iv) the costs of reproducing and distributing this Agreement; (v) any fees charged by securities rating agencies for rating the Underwritten Securities; (vi) the cost of accountants’ comfort letters relating to the Prospectus (except as otherwise agreed herein or in a separate letter agreement between the Depositor and the Representative); and (vii) all other costs and expenses incidental to the performance of the obligations of the Depositor and the Seller (including costs and expenses of counsel to the Depositor and the Seller). (b) The Underwriters shall be solely responsible for (i) the costs and expenses of the Company’s Underwriters, including the costs and expenses of their counsel and independent accountants; any Blue Sky or legal investment surveys, and (vii) the fees and any due diligence expenses incurred in connection with by them, any transfer taxes on the registration or qualification and determination Underwritten Securities that they may sell, the expenses of eligibility for investment advertising any offering of the Underwritten Securities under made by the laws of such jurisdictions as the Representatives may designate Underwriters, and the preparationcost of any accountants’ comfort letters relating to any Computational Materials, printing Collateral Term Sheets, Structural Term Sheets and distribution Series Term Sheets. If this Agreement is terminated because of a Blue Sky Memorandum breach by the Depositor or the Seller of any covenant or agreement hereunder (including other than the related failure of the closing condition set forth in Section 6(h) to be met), the Depositor and the Seller shall cause the Underwriters to be reimbursed for all reasonable and documented out-of-pocket expenses, including fees and expenses disbursements of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsUnderwriters. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderreasonable costs, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) this Agreement is terminated pursuant all expenses incident to Section 9the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Preliminary Prospectus, the Final Prospectus and each prospectus supplement, if any, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company for or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any reason fails to tender part of the Securities for delivery offer and sale under the state securities or blue sky laws or the securities laws of any other country; (vii) if applicable, the filing fees incident to the Underwriters or review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (iiiviii) the Underwriters decline to purchase fees and expenses associated with including the Securities for any reason permitted under this Agreementon the Trading Market; (ix) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” if any; (x) the Placement Agent’s clearing expenses; and (xi) all other fees, costs and expenses referred to in Part II of the Registration Statement. The Company agrees shall be obligated to pay or reimburse the Underwriters Placement Agent for all documented its actual and accountable out-of-pocket costs and expenses (related to the Offering, including the any fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters Placement Agent’s legal counsel and, if applicable, any electronic road show service used in connection with the Offering; provided, however, that the maximum amount that the Company shall be required to pay or reimburse the Placement Agreement pursuant to this Agreement and sentence shall be US$100,000.The Company further agrees that, in addition to the offering contemplated herebyexpenses payable pursuant to this Section 6, on each Closing Date it shall pay to the Placement Agent, by deduction from the net proceeds to be received with respect to such Closing, a non-accountable expense allowance equal to 1% of the gross proceeds received by the Company from the sale of the Securities at such Closing.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities or the Underlying Preferred Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (viv) any fees charged by rating agencies for rating the Securities; (viivi) the fees and expenses of the Trustee Depositary and any paying agent (including related fees and expenses of any counsel to such parties); (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connectionShares; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits) as originally filed and of each amendment thereto, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, and any amendments and or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters Underwriters) in an aggregate amount not to exceed $10,000)5,000; (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (provided that such reasonable and documented fees and disbursements of counsel to the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCUnderwriters pursuant to this clause (vii) shall not exceed $35,000); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that any expenses or costs associated with any chartered plane used in connection with any “road show” presentation to potential investors will be paid 50% by the Company and 50% by the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market. It is agreed that, except as specifically provided in this Section 13 and as otherwise contemplated in Section 9 hereof, the Underwriters and Selling Stockholders will pay all of their own costs and expenses, including the fees of their counsel. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits) as originally filed and of each amendment thereto, each Preliminary Prospectus(ii) the preparation, printing (if applicable) and delivery to the Underwriters of this Agreement, any Issuer Free Writing ProspectusAgreement among Underwriters, the Time Indenture and such other documents as may be required in connection with the offering, purchase, sale and delivery of Sale Information and the Prospectus (including all exhibitsSecurities, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing preparation, issuance and distributing each delivery of the Transaction Documents; Securities to the Underwriters, (iv) the fees and expenses disbursements of the Company’s counsel 's counsel, accountants and independent accountants; other advisors or agents, as well as the fees and disbursements of the Trustees and their respective counsel, (v) the qualification of the Securities under state securities laws in accordance with the provisions of Section 5(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation, printing and delivery of the Blue Sky Survey and any Legal Investment Survey, and any amendment thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheet, and the Prospectus and any amendments or supplements thereto, (vii) the fees charged by nationally recognized statistical rating organizations for the rating of the Securities if applicable, (viii) the fees and expenses incurred in connection with respect to the registration or qualification and determination of eligibility for investment listing of the Securities under if applicable, (ix) the laws of such jurisdictions as the Representatives may designate filing fees incident to, and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses disbursements of counsel for to the Underwriters in an aggregate amount not to exceed $10,000); connection with, the review, if any, by the NASD of the terms of the sale of the Securities and (vi) any fees charged by rating agencies for rating the Securities; (viix) the fees and expenses of any Underwriter acting in the Trustee and any paying agent capacity of a "qualified independent underwriter" (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred as defined in connection with any filing with, and clearance Rule 2720 of the offering by, the Financial Industry Regulatory Authority, and the approval Conduct Rules of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsNASD), if applicable. (b) If (i) this Agreement the sale of the Securities provided for herein is terminated not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 910 hereof or because of any refusal, (ii) inability or failure on the part of the Company for to perform any agreement herein or comply with any provision hereof other than by reason fails to tender of a default by any of the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementUnderwriters, the Company agrees to will reimburse the Underwriters severally through the Representatives on demand for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses disbursements of their counsel) reasonably that shall have been incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated herebySecurities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable by it in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, each Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the reasonable fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions (including Canada) as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Initial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such partiesparties as may be agreed by the Company, the Trustee, and the paying agent); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and application for the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (except that, subject to Section 10(b), the Initial Purchasers shall pay 100% of the cost of any aircraft used in connection with the “road show”). (b) If (i) this Agreement is terminated pursuant to Section 98(ii) (other than as the result of an event of the type described in Section 8(i)), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Initial Purchasers for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counselcounsel and the full cost of any aircraft used in connection with the “road show”)) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not of up to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Underlying Securities on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 99(ii), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement (other than as a result of a termination pursuant to Section 9(i), 9(iii) or 9(iv)), the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the not more than $15,000 of related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, with and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer any required review by DTCFINRA; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9Sections 6, 9 or 10 or (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementUnderwriters, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s 's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectusthe Time of Sale Information, any Issuer Free Writing Prospectus, the Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement and each of the Transaction Basic Documents; (iv) the fees and expenses of counsel for the CompanyUnderwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vivii) any fees charged by rating agencies for rating the SecuritiesCertificates; (viiviii) the fees and expenses of the Trustee Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and any paying agent the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (viiiix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, with the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investorspurchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Units under the laws of such jurisdictions as the Representatives may reasonably designate and and, if reasonably requested by the Representatives, the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing certificates, if any, representing the Units; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Units on the Nasdaq Stock Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Units for any reason permitted under Section 6 of this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred and documented by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Underwriters, upon consummation of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitationhereby: (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, each the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information General Disclosure Package, the Prospectus, any amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each any transaction document by mail or other means of communications; (d) the reasonable fees and expenses (including related fees and expenses of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the Transaction Documentsterms of the sale of the Shares and any filings made with FINRA; (ive) any applicable listing, quotation or other fees; (f) the reasonable fees and expenses (including related fees and expenses of counsel to the Underwriters) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(i) and of preparing, printing and distributing wrappers, “Blue Sky Memoranda” and “Legal Investment Surveys”; (g) the cost of preparing and printing stock certificates; (h) all fees and expenses of the registrar and transfer agent of the Shares; (i) the reasonable fees, disbursements and expenses of counsel to the Underwriters; and (j) all other reasonable costs and expenses incident to the offering of the Shares or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate accountants and the preparation, printing travel and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all other expenses incurred by the Company Company’s and Underwriters’ personnel in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9including, (ii) the Company for without limitation, any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred advanced by the Underwriters in connection with this Agreement and on the offering contemplated herebyCompany’s behalf (which will be promptly reimbursed)).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Transactions are consummated or this Agreement is terminated, the Company agrees and each of the Guarantors jointly and severally agree to pay or cause to be paid all reasonable costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountantsthe Independent Auditors; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any outside counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, Offering by the Financial Industry Regulatory Authority, Inc.; and (ix) all expenses and application fees incurred in connection with the approval of the Securities Notes for book-entry transfer by DTC; and (ix) all . The Company shall not be obligated to pay any expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (including investor meetings, ground transportation, conference calls, NetRoadshow and document processing). Neither the Company nor any Guarantor shall be obligated in any manner to pay or reimburse any expenses or other costs of any of the Underwriters, other than as set forth in clauses (v), (viii) and (ix) of this paragraph, paragraph (b) of this Section and pursuant to Section 7, including, but not limited to, the costs and expenses of the Underwriters’ legal counsel or any costs incurred by the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 9 (other than clauses (i), (iii) and (iv) of Section 9), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented reasonable and actual out-of-pocket costs and expenses (including the fees and expenses of their its outside counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Shares (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not Underwriters); (v) the costs incident to exceed $10,000)the preparation, issuance and delivery of the stock certificates to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters; (vi) the costs and charges of any fees charged by rating agencies transfer agent and any registrar for rating the SecuritiesShares; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority, related fees and expenses of counsel for the approval of the Securities for book-entry transfer by DTCUnderwriters); and (ixviii) all expenses incurred by the Company in connection with any “road show” show presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE. (b) If (i) this Agreement is terminated pursuant to Section 9Article IX(ii), (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountantsaccountants subject to the pre-agreed amounts; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Units under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing share certificates; (vii) the fees costs and expenses of the Trustee and any paying agent (including related fees and expenses charges of any counsel to such parties)transfer agent, trustee, warrant agent and registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority, reasonable and documented fees and expenses of counsel for the approval of the Securities for book-entry transfer by DTCUnderwriters relating to such filings up to $25,000); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Units on Nasdaq. (b) If (i) this Agreement is terminated pursuant to Section 99 (other than clauses (iii) and (iv)), (ii) the Company for any reason fails to tender the Securities Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.

Payment of Expenses. Any provision hereof to the contrary notwithstanding (a) Whether other than the last sentence of Section 8.06), and whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedshall be consummated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: on demand (i) the all reasonable costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel Administrative Agent and independent accountants; (v) the fees and expenses incurred Lenders or any Lender in connection with the registration or qualification preparation, execution and determination delivery of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate this Agreement and all amendments hereto (including, without limitation, waivers hereunder and workouts with respect to Loans hereunder), and the preparationother instruments and documents to be delivered hereunder or with respect to any amendment hereto, printing including, without limitation, the reasonable fees and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees expenses of any counsel for the Administrative Agent and the Lenders or any Lender with respect thereto, provided, however, that so long as no Event of Default has occurred and is continuing, such reasonable counsel expenses shall be limited to the reasonable expenses of counsel for the Underwriters Administrative Agent, (ii) all reasonable increases in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee Administrative Agent and the Lenders or any paying agent Lender (including related reasonable counsel fees and expenses, including reasonable allocated costs of in-house legal counsel to the Administrative Agent or any Lender), if any, in connection with the administration of this Agreement after the occurrence of a Default (in the case of the Administrative Agent only) or Event of Default (in the case of the Administrative Agent and the Lenders or any Lender) and so long as the same is continuing, and (iii) all reasonable costs and expenses of the Administrative Agent and the Lenders or any Lender (including reasonable counsel fees and expenses, including reasonable allocated costs of in-house legal counsel to such partiesthe Administrative Agent or any Lender); (viii) all expenses and application fees incurred , if any, in connection with any filing with, and clearance the enforcement of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyother instruments and documents to be delivered hereunder. The obligations of the Company under this Section 13.01 shall survive the termination of this Agreement and the payment of the Revolving Credit Loans. It is understood that except as set forth in Section 2.09 the Company shall not be responsible for any costs, fees or expenses related to any assignment or participation by any Lender of any of its rights hereunder (including its Commitment, the Loans made by it or its participation in any Letters or Credit).

Payment of Expenses. (a) Whether or not In addition to the transactions payment of the expenses contemplated by this Agreement are consummated or this Agreement is terminatedSection 3(c) and Section 3(d), the Company agrees to will pay or cause to be paid all costs and expenses incident incidental to the performance of its obligations hereunderunder the Terms Agreement (including the provisions of this Agreement), the Indenture and the Offered Securities, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation fees and delivery expenses of the Securities Trustee and any taxes payable in that connectionits professional advisers; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s accountants and professional advisors; (iii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities; (iv) all expenses in connection with the preparation, printing and delivery of the Company Registration Statement, the Terms Agreement (including the provisions of this Agreement), the Indenture, the Company Prospectus and the Company General Disclosure Package and any other document relating to the issuance, offer, sale and delivery of the Offered Securities (it being understood that, except as otherwise provided in Section 9, the Company shall not pay any such fees or expenses incurred by counsel and independent accountantsto the Underwriters in connection with any such offering of Offered Securities); (v) the any expenses (including fees and expenses disbursements of counsel) incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Securities for sale under the laws of such jurisdictions states of the United States as the Representatives may designate and the preparationprinting of memoranda relating thereto; (vi) the filing fees incident to, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000)connection with, if any, the review and approval by the Financial Industry Regulatory Authority (the “FINRA”) of the Underwriters’ participation in the offering and distribution of the Offered Securities; and (vivii) any fees charged by investment rating agencies for the rating of the Offered Securities; . (viib) In addition to the payment of the expenses contemplated by Section 3(c) and Section 3(d), the Guarantor will pay all of its expenses incidental to the performance of its obligations under the Terms Agreement (including the provisions of this Agreement), the Indenture and the Guarantee, including the fees and expenses of the Trustee Guarantor’s accountants and any paying agent (including related fees professional advisors and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing withthe preparation, printing and clearance delivery of the offering byGuarantor Registration Statement, the Financial Industry Regulatory Authority, Guarantor Prospectus and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.Guarantor General Disclosure Package

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any transfer or similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and the fees and expenses of the Company’s independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCInc.; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, by FINRA and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to by the Representatives in accordance with the provisions of Section 98 hereof, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to shall reimburse the Underwriters for all documented out-of-of their reasonable out of pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to shall pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Company’s counsel and independent accountants; (v) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Underwriters (including the related reasonable and documented out-of-pocket fees and expenses disbursements of the counsel for the Underwriters in and marketing, syndication and travel expenses and any expenses related to an aggregate amount investor presentation and/or roadshow to potential investors that are incurred by the Underwriters), provided that payment or reimbursement by the Company of such fees and expenses shall not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities150,000; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) any fees charged by rating agencies for rating the Securities; and (x) all expenses incurred by and application fees related to the Company in connection with any “road show” presentation to potential investorslisting of the Securities on the NYSE. (b) If (i) this Agreement is terminated pursuant to Section 99(ii), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement (other than as a result of a termination pursuant to Section 9(i), 9(iii) or 9(iv)), the Company agrees to shall reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s 's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, and the approval of the Securities for book-entry transfer by DTCInc.; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Securities on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000)designate; (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 98 (other than clause (v) of Section 8 if the Company and the Underwriters subsequently enter into another agreement for the Underwriters to underwrite the same or substantially similar securities of the Company), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderreasonable costs, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration performance of its obligations under this Agreement, whether or qualification not the transactions contemplated hereby are consummated, including without limitation (i) all expenses incident to the issuance and determination of eligibility for investment delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Shares (including all printing and distribution engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of a Blue Sky Memorandum the Shares, (including the related reasonable and documented out-of-pocket iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, and the reasonable fees and expenses of the Manager’s counsel (which shall be one outside counsel for the Underwriters Manager unless otherwise agreed by the Company and in an aggregate amount not to exceed $10,00075,000); , (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, if any, and the Prospectus, and all amendments and supplements thereto, and this Agreement, (v) all filing fees, attorneys’ fees and expenses incurred by the Company or the Manager in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws, and, if reasonably requested by the Manager, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Manager of such qualifications, registrations and exemptions, (vi) any the filing fees charged incident to the review and approval by rating agencies for rating FINRA of the Securities; terms of the sale of the Shares, (vii) the fees and expenses associated with listing of the Trustee and any paying agent Shares on the Nasdaq, (including related viii) all fees and expenses of any counsel to such parties); (viii) all expenses the registrar and application fees incurred in connection with any filing with, and clearance transfer agent of the offering byCommon Stock, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all fees and expenses incurred by (including reasonable fees and expenses of counsel) of the Company in connection with any approval of the Shares by DTC for “road showbook-entry” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9transfer, (iix) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementall other fees, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses referred to in Item 14 of Part II of the Registration Statement and (including the fees xi) all other fees, costs and expenses of their counsel) reasonably incurred by the Underwriters in connection with the Company’s performance of its obligations hereunder for which provision is not otherwise made in this Agreement Section 5. Except as provided in this Section 5 and in Section 7 hereof, the offering contemplated herebyManager shall pay its own expenses.

Payment of Expenses. (a) A. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate reasonably request and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. Except as explicitly provided in this Section 10 and Section 7, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel and other advisors. (b) B. If (i) this Agreement is shall be terminated pursuant to Section 9by the Underwriters, (ii) or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason fails the Company shall be unable to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted perform its obligations under this Agreement, the Company agrees to will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all documented out-of-pocket costs and accountable expenses (including the fees and expenses disbursements of their counsel) reasonably actually incurred by the such Underwriters in connection with this Agreement and or the offering of the Securities contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated sale of the Securities by this Agreement are consummated or this Agreement the Company is terminatedconsummated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Company under this Agreement, including without limitationthe following: (i) the costs incident to the authorizationpreparation, issuanceprinting, sale, preparation issuance and delivery of the Securities and any taxes payable in that connectioncertificates or entries evidencing the shares of Common Stock comprising the Securities; (ii) the costs incident to the preparation, printing fees and filing under the Securities Act disbursements of the Registration StatementCompany’s counsel, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information accountants and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofother advisors; (iii) the costs of reproducing and distributing each qualification or exemption from qualification of the Transaction DocumentsSecurities under all applicable securities or “blue sky” laws, including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of the Blue Sky Survey concerning such jurisdictions as the Underwriter may reasonably designate; (iv) the fees printing and expenses delivery to the Underwriter, in such quantities as the Underwriter shall reasonably request, copies of the Company’s counsel Prospectus, and independent accountantsall other documents in connection with this Agreement; (v) the filing fees and expenses the fees and disbursements of counsel incurred in connection with the registration or qualification and determination of eligibility for investment review of the Securities under Offering by the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000)NASD; (vi) any the fees charged by rating agencies for rating listing the SecuritiesCommon Stock comprising the Securities on the Nasdaq National Market; (vii) the fees and expenses relating to advertising expenses, investor meeting expenses and other miscellaneous expenses relating to the marketing by the Underwriter of the Trustee Securities; and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all the fees and charges of any transfer agent, registrar or other agent. In the event that the Underwriter incurs any such expenses and application fees incurred in connection with any filing withon behalf of the Company, the Company will pay or reimburse the Underwriter for such expenses regardless of whether the Offering is successfully completed, and clearance of such reimbursements will not be included in the offering by, expense limitations set forth in the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsfollowing paragraph. (b) In addition, the Company will reimburse the Underwriter for all reasonable out-of-pocket expenses, including legal fees and expenses of Underwriter’s counsel, incurred by the Underwriter in connection with the services provided by the Underwriter to the Company pursuant to this Agreement. Such legal fees shall not exceed (i) $50,000 with regard to the Offering (excluding the out-of-pocket expenses of counsel and any “blue sky” fees and expenses), (ii) and $15,000 with regard to the Underwriter’s other out-of-pocket expenses without the approval of the Company. The Underwriter will provide a detailed accounting of the out-of-pocket expenses referred to in this paragraph, which will be paid by the Company on the Closing Time. The parties hereto acknowledge that it may be necessary to exceed the expense limitations set forth in this paragraph in the event of a material delay in the Offering including, but not limited to, a delay that requires an update of financial or other information contained in the Prospectus. Accordingly, the Company and the Underwriter shall amend this Agreement in accordance with the requirements of Section 15 to revise the expense limitations set forth in this paragraph as necessary to cover all or an agreed upon amount of the additional expenses arising from a material delay in the Offering. The Company shall have no duty to reimburse the Underwriter for expenses exceeding the express limitations of this of this Section 4(b) or any amendment hereto. (c) If (i) this Agreement is terminated pursuant to Section 9the Closing Time does not occur on or before December 31, 2005, (ii) the Company for any reason fails to tender abandons or terminates the Securities for delivery to the Underwriters Offering, or (iii) this Agreement is terminated by the Underwriters decline to purchase Underwriter in accordance with the Securities for any reason permitted under this Agreementprovisions of Section 5 or 9(a), the Company agrees to shall reimburse the Underwriters Underwriter for all documented its reasonable out-of-pocket costs and expenses (expenses, as set forth in this Section 4, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriter.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iv) the fees and expenses of the Company’s counsel (including foreign counsel) and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, and the approval of the Securities for book-entry transfer by DTCInc.; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Shares on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Shareholder for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel (including foreign counsel)) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement and in connection with the Offer, including without limitation: including, but not limited to, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement as originally filed and of each amendment thereto; (ii) the preparation, each Preliminary Prospectus, any Issuer Free Writing Prospectus, issuance and delivery of the Time of Sale Information exercise forms relating to the Rights and the Prospectus (including all exhibits, amendments and supplements thereto) and certificates for the distribution thereofShares; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses disbursements of the Company’s counsel and independent accountants; (iv) expenses relating to the qualification of the Rights and the Shares under securities laws in accordance with the provisions of Section 4(a)(vii) of this Agreement, including filing fees; (v) expenses relating to the printing or other production and delivery to the Dealer Managers of copies of the Registration Statement as originally filed and of each amendment thereto and of the Prospectus and any amendments or supplements thereto; (vi) the filing fees incidental to, and, subject to Section 5(b), the reasonable fees and disbursement of counsel to the Dealer Managers in connection with, the review by the Financial Industry Regulatory Authority (“FINRA”) of the terms of the Offer and the sale of the Shares; (vii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the laws of such jurisdictions as the Representatives may designate Rights and the preparationShares on The NASDAQ Global Select Market; (viii) the printing or other production, printing mailing and distribution of a Blue Sky Memorandum delivery expenses incurred in connection with Offering Materials; (including the related ix) subject to Section 5(b), all reasonable and documented out-of-pocket fees and expenses expenses, if any, incurred by the Dealer Managers and Soliciting Dealers in connection with their customary mailing and handling of counsel for materials related to the Underwriters in an aggregate amount not Offer to exceed $10,000)their customers; (vi) any fees charged by rating agencies for rating the Securities; (viix) the fees and expenses of incurred by the Trustee Company under the Subscription Agent Agreement and any paying agent the Information Agent Agreement; and (including related xi) all other fees and expenses (excluding the announcement, if any, of any counsel to such parties); (viiithe Offer in The Wall Street Journal) all expenses and application fees incurred in connection with any filing with, and clearance of or relating to the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsOffer. (b) If (i) this Agreement is terminated pursuant In addition to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery fees that may be payable to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted Dealer Managers under this Agreement, whether or not the Offer is consummated, the Company agrees to reimburse the Underwriters Dealer Managers upon request made from time to time for all documented out-of-pocket costs and their reasonable expenses (incurred in connection with their activities under this Agreement, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by legal counsel (inclusive of any reimbursement pursuant to Section 5(a)(iv)), upon proper presentation of documentation therefor, in an amount not to exceed $[ ]. The Company shall not be obligated to reimburse the Underwriters Dealer Managers for any expenses arising under or in connection with this Agreement and the offering contemplated herebyin excess of $[ ].

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements theretothereto in connection therewith) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iv) the documented, reasonable fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriter); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees and expenses of the Trustee any transfer agent and any paying agent registrar (including the related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriter for all documented out-of-pocket costs and expenses (including the fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000)Memorandum; (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses of the Trustee and any paying agent (including related fees and expenses charges of any counsel to such parties)transfer agent, trustee and registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authorityreasonable and documented fees and expenses of counsel for the Underwriters relating to such filings, together with any reasonable and the approval documented fees relating to clause (v) above, of the Securities for book-entry transfer by DTCup to $25,000); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Shares on Nasdaq. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iv) any fees charged by rating agencies for rating the Shares; (v) the fees and expenses of the Company’s counsel and independent accountants; (vvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (viii) the costs and charges of any transfer agent and any registrar; (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, and the approval of the Securities for book-entry transfer by DTCInc.; and (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (xi) all expenses and application fees related to the listing of the Shares on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related documented reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory AuthorityFINRA, and the approval of the Securities for book-book entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees Issuers, jointly and severally, agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connectionthe Underlying Shares; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, each Preliminary ProspectusOffering Memorandum, any Issuer Free Writing Prospectus, the other Time of Sale Information and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s Issuers’ counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities and the Underlying Shares under the laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Initial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance the application for the inclusion of the offering by, Securities on the Financial Industry Regulatory Authority, PORTAL Market and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 98(ii), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Issuers, jointly and severally, agree to reimburse the Underwriters Initial Purchasers for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not On the transactions contemplated by this Agreement are consummated or this Agreement is terminatedClosing Date, the Company agrees to Acquiror shall (i) pay or cause to be paid all costs and expenses incident (to the performance extent unpaid on the Closing Date), by wire transfer of its obligations hereunder, including without limitation: immediately available funds all documented and out-of-pocket (ia) the costs incident to the authorization, issuance, sale, preparation fees and delivery disbursements of outside counsel incurred by or on behalf of the Securities Company in connection with the Transactions or the Asset Acquisition and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel Company for any other agents, advisors, consultants, experts, independent contractors and independent accountants; (v) financial advisors engaged by or on behalf of the fees Company and expenses incurred in connection with the registration Transactions or qualification the Asset Acquisition, in each case, that are paid or accrued and determination of eligibility for investment unpaid as of the Securities under Closing and (b) the laws Subscription Fees (foregoing clauses (a) and (b), collectively, the “Outstanding Company Expenses”); and (ii) reimburse or cause to be reimbursed via the transfer of such jurisdictions as the Representatives may designate immediately available funds all reasonable, documented and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel any Holdco Equityholder, for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees agents, advisors, consultants, experts, independent contractors and expenses financial advisors engaged on behalf of the Trustee Company and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing withthe Transactions or the Asset Acquisition, and clearance in each case, that are paid as of the offering byClosing (the “Holdco Equityholder Expenses”); provided, however, that in no event shall the Financial Industry Regulatory Authoritytotal Holdco Equityholder Expenses exceed $1,500,000 without the prior written consent of Acquiror; provided further, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the that if any fee or expense is classified as an Holdco Equityholder Expense it shall not also be an Outstanding Company in connection with any “road show” presentation to potential investorsExpense, or vice versa. (b) If (i) this Agreement is terminated pursuant On the Closing Date following the Closing, Acquiror shall pay or cause to Section 9be paid by wire transfer of immediately available funds all reasonable, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs fees and expenses (including disbursements of Acquiror or the Sponsor for outside counsel and fees and expenses of their counsel) reasonably Acquiror or the Sponsor or for any other agents, advisors, consultants, experts and financial advisors engaged by or on behalf of Acquiror or the Sponsor and incurred by the Underwriters in connection with this Agreement the Transactions and the offering contemplated herebyAsset Acquisition, in each case, that are accrued and unpaid as of the Closing (collectively, the “Outstanding Acquiror Expenses”). (c) Notwithstanding anything to the contrary in this Section 3.04, neither the Company, nor the Sponsor, nor any Holdco Equityholder shall be entitled to payment or reimbursement under this Section 3.04 of any amounts in respect of which Acquiror issued a promissory note to, or entered into an instrument of indebtedness with or other a contractual right of repayment benefitting, the Company, the Sponsor or such Holdco Equityholder, as applicable, which is satisfied in full in accordance with its terms in connection with the Closing.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Each Trust and the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof such Trust and the Company under this Agreement, including without limitation: including: (ia) the costs incident to the authorizationpreparation, issuancefiling, sale, preparation printing and delivery of the Securities Registration Statement as originally filed and all amendments thereto and any taxes payable in that connection; preliminary prospectus, free writing prospectus, Time of Sale Prospectus, Prospectus and any amendments or supplements thereto; (iib) the costs incident to the preparation, printing and filing under the Securities Act delivery of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Trust Program Documents and the Prospectus Company Program Documents; (c) the preparation, issuance and delivery of such Trust’s Notes, including all exhibits, amendments any fees and supplements thereto) expenses relating to the eligibility and issuance of such Trust’s Notes in book-entry form and the distribution thereof; cost of obtaining CUSIP or other identification numbers for such Trust’s Notes; (iii) the costs of reproducing and distributing each of the Transaction Documents; (ivd) the fees and expenses disbursements of the Company’s and such Trust’s accountants, counsel and independent accountants; other advisors or agents (vincluding any calculation agent or exchange rate agent) and of the Trustee, the Indenture Trustee and their respective counsel; (e) the reasonable fees and disbursements of counsel to the Agents and/or Co-Agents, as the case may be, incurred in connection with the maintenance of the Programs and, unless otherwise agreed, incurred from time to time in connection with the transactions contemplated hereby; (f) the fees charged by nationally recognized statistical rating organizations for the rating of the Programs and such Trust’s Notes; (g) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws any listing of such jurisdictions as Trust’s Notes on a securities exchange; (h) the Representatives may designate filing fees incident to, and the preparationreasonable fees and disbursements of counsel to the Agents in connection with, printing the review, if any, by the National Association of Securities Dealers, Inc. (the “NASD”); and (i) any advertising and distribution of a Blue Sky Memorandum (including the related reasonable and documented other out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees Agents and/or Co-Agents, as the case may be, incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement such Trust and the offering contemplated herebyCompany.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any the paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated, the Company hereby agrees to pay or cause to be paid all reasonable and documented costs and expenses incident to the performance of its obligations hereunder, hereunder including without limitation: the following: (i) the costs incident all filing fees and communication expenses related to the authorization, issuance, sale, preparation and delivery registration of the Securities and any taxes payable to be sold in that connection; (ii) the costs incident to Offering including all expenses in connection with the preparation, printing printing, formatting for XXXXX and filing under the Securities Act of the Registration Statement, each any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Prospectus and the Prospectus (including and any and all exhibits, amendments and supplements thereto) thereto and the distribution thereof; mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all fees and expenses in connection with filings with FINRA; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees all fees, disbursements and expenses of the Company’s counsel and independent accountants; accountants in connection with the registration of the Securities under the Securities Act and the Offering; (iv) all fees and expenses in connection with listing the Common Stock on the Nasdaq Capital Market; (v) the fees costs of all mailing and printing of the underwriting documents (including this Agreement, any blue sky surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney); (vi) all reasonable travel expenses of the Company’s officers and employees and any other expenses incurred in connection with the registration attending or qualification and determination of eligibility for investment hosting meetings with prospective purchasers of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; ; (vii) any stock transfer taxes payable upon the fees and expenses transfer of securities by the Trustee Company to the Underwriters and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses other taxes incurred by the Company in connection with any “road show” presentation to potential investors.this Agreement or the Offering; (b) If (i) this Agreement is terminated pursuant to Section 9, (iiviii) the Company costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (ix) the cost and charges of any transfer agent or registrar for the Common Stock; (x) any reason fails to tender reasonable cost and expenses in conducting background checks of the Securities for delivery Company’s officers and directors by a background search firm acceptable to the Underwriters or Representative; (iiixi) fees of Underwriters’ Counsel; (xii) the Underwriters decline cost of preparing, printing and delivering certificates representing each of the Securities; and (xiii) all other costs, fees and expenses incident to purchase the Securities for any reason permitted under this Agreement, performance of the Company agrees obligations hereunder which are not otherwise specifically provided for in this Section 5. The Company and the Representative acknowledge that the Company has previously paid to reimburse the Underwriters for all documented Representative advances in an amount of $15,000 (the “Advance”) against the Representative’s out-of-pocket costs and expenses. Any portion of the Advance not used shall be returned back to the Company to the extent not incurred. The Representative’s total out-of-pocket accountable expenses (including the reasonable and documented legal fees and expenses of their counselexpenses) reasonably incurred by the Underwriters in connection with this Agreement the Offering shall not exceed $230,000 (inclusive of the Advance previously paid to the Representative). In the event the Offering is terminated prior to the Closing Date, the Representative’s total out-of-pocket accountable expenses (including reasonable and documented legal fees and expenses) in connection with the Offering shall not exceed $125,000, inclusive of the Advance and the offering contemplated herebyRepresentative shall return any portion of the Advance not used to pay its accountable out-of-pocket expenses actually incurred.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units and any taxes payable in that connectionconnection with the original issuance and sale of the Units; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Units under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses of the Trustee and any paying agent (including related fees and expenses charges of any counsel to such parties)transfer agent, trustee, warrant agent and registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority, reasonable and documented fees and expenses of counsel for the approval of the Securities for book-entry transfer by DTCUnderwriters relating to such filings up to $25,000); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Units on Nasdaq. (b) If (i) this Agreement is terminated pursuant to Section 99 (other than clauses (iii) and (iv)), (ii) the Company for any reason fails to tender the Securities Units for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Units for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyOffering.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to The Transaction Entities will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation: (i) under this Agreement and all the costs incident to and expenses in connection with the authorization, issuance, sale, preparation and delivery offering of the Securities and Offered Shares including but not limited to (A) any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and other expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Shares for sale under the laws of such jurisdictions as the Representatives may designate Representative designates and the preparationpreparation and printing of blue sky surveys or legal investment surveys relating thereto, printing (B) costs and distribution expenses related to the review by FINRA of a Blue Sky Memorandum the Offered Shares (including filing fees and the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not relating to exceed $10,000such review); , (viC) any fees charged by rating agencies for rating the Securities; (vii) the fees costs and expenses of the Trustee and any paying agent (including related fees and expenses of any legal counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyof the Offered Shares not to exceed $120,000 without the prior written consent of the Company (the “Legal Fee”), (D) costs and expenses of the Company relating to investor presentations and any road show in connection with the offering and sale of the Offered Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees and (2) any other expenses of the Company, including all actually and reasonably incurred costs and expenses of the Underwriters advanced on behalf of the Company relating to the investor presentations and any roadshow in connection with the offering and sale of the Offered Shares, (E) the fees and expenses incident to listing the Offered Shares and the Underlying Securities on Nasdaq, (F) expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) stamp duties, similar taxes or duties or other similar fees or charges, if any, incurred by the Underwriters in connection with the offering and sale of the Offered Shares and (I) up to a maximum of $25,000 for out-of-pocket expenses in excess of the Legal Fee incurred by the Underwriters from time to time in connection with the provision of the Underwriters’ services hereunder, including but not limited to database and similar information charges related to third party vendors; travel-related expenses; postage, telecommunication, printing and duplicating expenses; and any background checks on individuals required for compliance purposes. If any compensation or expenses payable to the Underwriters pursuant to this Agreement are not fully paid when due, the Company agrees to pay all costs of collection or other enforcement of the Underwriters’ rights hereunder, including but not limited to attorneys’ fees and expenses, whether collected or enforced by suit or otherwise.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount Underwriters, not to exceed $10,0005,000 (exclusive of filing fees)); (viv) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authorityfees and expenses of counsel for the Underwriters not to exceed, when taken together with the fees and expenses of counsel for the approval Underwriters pursuant to clause (iv) above, $40,000 related to such filings (exclusive of the Securities for book-entry transfer by DTCfiling fees)); and (ixviii) all reasonable and documented expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided that, (A) the Company and the Underwriters will each bear 50% of the cost of any aircraft used and (B) the Company and the Underwriters will each pay their own costs associated with hotel accommodations; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. Except as provided for by this Agreement, the Underwriters will pay all of their own expenses, including the fees of their counsel and travel and lodging expenses of the Representatives. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clauses (i), (iii) or (iv) of Section 9), the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, the Company will not pay or reimburse any costs, fees or expenses incurred by any underwriter that defaults on its obligations to purchase the Shares or following termination of this Agreement by the Underwriters pursuant to clauses (i), (iii) or (iv) of Section 9.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Company agrees to Transaction Parties, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) up to $5,000 of the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket related fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the filing fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred by the Underwriters in connection with any filing with, and clearance of the offering by, FINRA, including the Financial Industry Regulatory Authority, fees and expenses of counsel for the approval of the Securities for book-entry transfer by DTCUnderwriters in an amount up to $30,000; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors and any Testing-the-Waters Communication in connection with the offering and sale of the Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees and (2) any other expenses of the Company; (ix) all expenses and application fees related to the listing of the Shares on the NYSE; (x) all of the reasonable and documented fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program up to $20,000; and (xi) stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. It is understood, however, that, except as otherwise provided in this Section 11, the Underwriters will pay all fees and expenses of counsel for the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, each of the Company Transaction Parties, jointly and severally, agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the fees and expenses of their external counsel but not in-house counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Company or the Selling Stockholder for any reason fails fail to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to and JEH LLC, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the Financial Industry Regulatory Authority, related reasonable fees and the approval expenses of the Securities for book-entry transfer by DTCUnderwriters’ counsel in an amount not to exceed $15,000); and (ix) all costs and expenses of the officers and employees of the Company and JEH LLC and any other expenses of the Company and JEH LLC relating to any investor or “road show” presentations in connection with the offering and sale of the Shares, including, without limitation, any travel expenses of the officers and employees of the Company and JEH LLC and any other expenses of the Company and JEH LLC, provided it is expressly agreed that the Company and JEH LLC, on the one hand, and the Underwriters, on the other, will each pay 50% of the costs of any chartered aircraft used by the Underwriters and the Company or JEH LLC in connection with any such meetings with investors (it being understood that the Underwriters will bear all other expenses incurred by the Company Underwriters in connection with any “road show” presentation roadshow, including travel, car and meeting venue expenses); and (x) all expenses and application fees related to potential investorsthe listing of the Shares on the Exchange. It is understood, however, that except as provided in this Section and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any advertising expenses connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 99(ii), (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementShares due to the Company or JEH LLC’s failure to fulfill the conditions set forth in Section 6 hereof, the Company agrees and JEH LLC, jointly and severally, agree to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. The Depositor agrees to pay: (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Certificates and any taxes payable in that connectionconnection therewith; (iib) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each Preliminary Prospectuscase, any Issuer Free Writing Prospectusexhibits), the Time of Sale Information Prospectus and any amendment or supplement to the Prospectus (including or any document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Agreement; (iiid) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (ive) the fees and expenses of qualifying the Company’s counsel and independent accountants; (v) Certificates under the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment securities laws of the Securities under several jurisdictions designated by the laws Underwriters as provided in Section 5(H) hereof and of such jurisdictions as the Representatives may designate and the preparationpreparing, printing and distribution of distributing a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent a Legal Investment Survey (including related fees and expenses of any counsel to such partiesthe Underwriters); (viiif) any fees charged by securities rating services for rating the Offered Certificates; (g) the costs of the accountant's letters referred to in Section 6(R) hereof; and (h) all other costs and expenses and application fees incurred in connection with any filing with, and clearance incident to the performance of the offering byobligations of the Depositor (including costs and expenses of your counsel); provided that, except as provided in this Section 7, the Financial Industry Regulatory AuthorityUnderwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Offered Certificates which they may sell and the expenses of advertising any offering of the Offered Certificates made by the Underwriters, and the approval Underwriters shall pay the cost of the Securities for book-entry transfer by DTC; and any accountant's letters relating to any Computational Materials (ixas defined in Section 5(E) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) hereof). If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to by the Underwriters in accordance with the provisions of Section 6 or (iii) Section 11, the Depositor shall cause the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters be reimbursed for all documented reasonable out-of-pocket costs and expenses (expenses, including the fees and expenses disbursements of their counsel) reasonably incurred by Stroock & Stroock & Xxxxx LLP, counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Notes and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Notes under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000); (vi) any fees charged by rating agencies for rating the SecuritiesNotes; (vii) the fees and expenses of the Trustee and any paying agent the Paying Agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and (ix) the approval of the Securities Notes for book-entry transfer by DTCthrough the facilities of Clearstream and Euroclear; (x) the fees and expenses incurred in connection with the listing of the Notes on the Official List of Euronext Dublin and admission to trading on the GEM; and (ixxi) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. Except as otherwise stated in this Section 11, the Underwriters shall pay the fees and disbursements of their counsel, and the Company shall have no liability for such fees and disbursements. Each Underwriter agrees severally to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Notes set forth opposite each Underwriter’s name in Schedule 1 bears to the aggregate principal amount of Notes set forth opposite the names of all Underwriters) of the Notes (with respect to each Underwriter, the “Pro Rata Expenses”). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager (as defined in Section 17 hereof) may allocate the Pro Rata Expenses to the account of such underwriter for settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails fail to tender the Securities Notes for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Notes for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, if any; and (x) all expenses and application fees related to the listing of the Securities on any securities exchange. (b) If (i) this Agreement is terminated pursuant to Section 99(ii), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agrees to will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: , (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, each the Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the reasonable fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters in an aggregate amount not to exceed $10,000Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ixvii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (viii) the costs incident to the rating of the Securities by any rating agencies; and (ix) the costs incident to the engagement of the Trustee and its counsel. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.