Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company and TMM Holdings agree with the several Underwriters that the Company and TMM Holdings will pay all expenses incident to the performance of its the obligations of the Company, as the case may be, under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority FINRA (“FINRA”if any) of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such reviewreview up to an amount not to exceed $15,000 in the aggregate), (Ciii) fees and expenses incident to listing the Offered Securities on The New York Stock Exchange and other national and foreign exchanges, (iv) costs and expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities Securities, including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% one-half of the cost of any airplane chartered in connection with the chartering of airplanes“road show”, (Dv) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (Gvi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all fees, (H) the fees expenses and expenses disbursements of the Company’s accountants and the fees and expenses of any counsel (including local and special counsel) for to the Company and (I) TMM Holdings for services performed in connection with the offering. It is understood that, except as provided in this Section 5 and Sections 8 and 10 below, the Underwriters will pay all other of their own costs and expenses incident to incurred in connection with the performance by offering and the Company other transactions contemplated hereby, including fees and disbursements of its obligations hereundertheir own counsel.

Payment of Expenses. The Company will pay all expenses incident incidental to the performance of its obligations under this Agreement, Agreement including but not limited to (Ai) any filing the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication and initial delivery of the Securities, the preparation and printing of the Preliminary Prospectus, any other document comprising any part of the General Disclosure Package, the Final Prospectus, all amendments and supplements thereto, each Limited Use Issuer Free Writing Prospectus and any other document relating to the issuance, offer, sale and delivery of the Securities; and (iii) the cost of any advertising approved by the Company in connection with the issuance of the Securities. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for any expenses (including reasonable fees and disbursements of counsel to the Underwriterscounsel) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions in the United States and Canada (on a private placement basis) as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) for any fees charged by investment rating agencies for the rating of the Securities, costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees of the Company and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration attending or hosting meetings with prospective purchasers of the Offered Securities under the Exchange Act, (F) and for expenses incurred in distributing preliminary prospectuses and Preliminary Prospectuses, any other document comprising any part of the General Disclosure Package, the Final Prospectus (including any amendments and supplements thereto) and any Limited Use Issuer Free Writing Prospectus to the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable attorneys’ fees and disbursements of counsel to expenses incurred by the Underwriters) incurred 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 Offered Securities for offer and sale under the laws of such jurisdictions as state securities or blue sky laws, and, if requested by the Representatives designate and the preparation Underwriters, preparing and printing of memoranda relating a blue sky survey or memorandum, and any other supplements thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review)Underwriters, in connection with FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) room rentals, any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanesCompany, (Div) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (Gvi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vi) all other fees, (H) costs and expenses referred to in Item 14 of part II of the Registration Statement. The Underwriters shall pay their own costs and expenses, including the fees and expenses disbursements of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder, except as provided in this Agreement.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including including, but not limited to to, (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review)) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanesCompany, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (IJ) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and (except as set forth in this paragraph) the Selling Stockholders, as the case may be, under this Agreement, including but not limited to (A) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the UnderwritersUnderwriters and counsel to the Selling Stockholders) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate pursuant to paragraph (f) above and the preparation preparation, word processing and printing copying of memoranda relating theretoany preliminary and final blue sky memoranda, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) . Each Selling Stockholder shall be severally liable for the fees and expenses payment of any transfer taxes on the sale by such Selling Stockholder of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident Offered Securities to the performance by the Company of its obligations hereunderUnderwriters and any underwriting discounts and commissions on such Offered Securities.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred 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 Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating Underwriters, in an amount not to such review)exceed $20,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own costs and expenses, including the fees and expenses disbursement of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the Underwriter that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating Underwriter, in an amount not to such review)exceed $20,000, in connection with the FINRA’s review and approval of the Underwriter’s participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriter shall pay its own costs and expenses, including the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company disbursement of its obligations hereundercounsel.

Payment of Expenses. a. The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementDealer Manager Agreement and in connection with the Offer, including including, but not limited to, expenses relating to (Ai) any the printing and filing fees of the Registration Statement as originally filed and other expenses of each amendment thereto, (including ii) the preparation, issuance and delivery of the certificates for the Common Shares, if any, and subscription certificates relating to the Rights, (iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) the printing or other production and delivery to the UnderwritersDealer 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 Dealer Manager’s counsel not to exceed $5,000 with respect thereto, (vi) the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, including all reasonable out-of-pocket fees and expenses, if any and not to exceed $1,000, 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, (vii) the fees and expenses incurred in connection with listing the Rights on the NYSE; (viii) the fees and expenses incurred with respect to the Rights Agent and (ix) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Dealer Manager Agreement are consummated.

Payment of Expenses. The Company will pay agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) the costs incident to the authorization, issuance, sale and delivery of the Notes to the Underwriters and any taxes payable in that connection; (b) the costs incident to the registration of the Notes under the Securities Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, the Base Prospectus, any Issuer Free Writing Prospectus, the 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 performance of its obligations under this Agreement, including but not limited to Notes on the NYSE American; (Ae) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review)incurred in connection with qualifying the Notes under the securities laws of the several jurisdictions provided in the Prospectus and of preparing, printing and distributing wrappers; (Cf) costs the fees and expenses relating of the Trustee and any transfer agent, registrar or depository with respect to investor presentations or any “road show” the Notes; (g) the expenses and application fees incurred in connection with the offering and sale approval of the Offered Securities 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, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s counsel and the Company’s independent accountants and the travel and other reasonable expenses incurred by Company personnel in connection with any “road show”); and (i) all other reasonable out-of-pocket fees and expenses incurred by the Underwriters in connection with the Offering, including fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company Underwriters, up to a maximum aggregate amount of its obligations hereunder$100,000.

Payment of Expenses. The Company agrees with the several Underwriters that it will pay all expenses incident to the performance obligations of its obligations the Company under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with any required qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the any required review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of actually incurred expenses for the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Market, (E) the fees and expenses in connection with the any required registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, . The Selling Stockholder agrees with the several Underwriters that it will pay (Gi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) all transfer taxes on the fees and expenses sale by the Selling Stockholder of the Company’s accountants and Offered Securities to the fees and expenses of counsel (including local and special counsel) for the Company Underwriters and (Iii) all other costs and expenses incident to the performance of its obligations under this Agreement, except those to be paid by the Company pursuant to this Section 5(g) or the registration rights agreement, dated as of its obligations hereunderJanuary 31, 2002, between the Company and the Selling Stockholder.

Payment of Expenses. a. The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementDealer Manager Agreement and in connection with the Offer, including including, but not limited to, expenses relating to (Ai) any the printing and filing fees of the Registration Statement as originally filed and other expenses of each amendment thereto, (including ii) the preparation, issuance and delivery of the certificates for the Common Shares, if any, and subscription certificates relating to the Rights, (iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) the printing or other production and delivery to the UnderwritersDealer 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 Dealer Manager’s counsel with respect thereto, (vi) the printing or other production, mailing and 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, (vii) the fees and expenses incurred in connection with listing the Rights on the NYSE; (viii) the fees and expenses incurred with respect to the Rights Agent and (ix) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Dealer Manager Agreement are consummated.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) the costs incident to the authorization, issuance, sale, preparation and delivery of the Offered Securities and any taxes payable in that connection, any filing fees and other documented expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretothereto (in an amount not to exceed $5,000 in the aggregate), (B) documented costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees (and the reasonable fees and expenses of counsel for the Underwriters relating to such reviewreview in an amount not to exceed $35,000 in the aggregate), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including the cost of transportation in connection with the road show; provided, that 50% of the cost of any aircraft chartered in connection with the chartering road show shall be the responsibility of airplanesthe Underwriters (it being understood that the other 50% shall be the responsibility of the Company), (D) the fees and expenses incident to listing the Offered Securities on the NYSENasdaq Stock Market and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as provided in this Section 5(i) and in Section 10, (H) the fees Underwriters shall pay their own costs and expenses, including the costs and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company Partnership will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Units for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities Units (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, Units including (1) any travel expenses of provided that the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of costs associated with the chartering of airplanesan aircraft used by the Partnership and the Underwriters to attend meetings with prospective purchasers of the Common Units will be divided equally between the Partnership on the one hand and the Underwriters on the other hand, (D) and each of the Partnership and the Underwriters will pay for their own costs in connection with meetings with prospective purchasers), fees and expenses incident to listing the Offered Securities Units on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities Units under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as set forth in this Section 5(h), the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. The Partnership agrees to pay to Credit Suisse Securities (USA) LLC and expenses Citigroup Global Markets Inc. an aggregate structuring fee in an amount equal to .50% of the Company’s accountants gross proceeds from the sale of the Offered Units (excluding the gross proceeds from the sale of any Icahn Units) for providing advice regarding the capital structure of the Partnership, the terms of the offering of the Common Units, the terms of the A&R Partnership Agreement and the fees terms of certain other agreements between the Partnership and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderaffiliates.

Payment of Expenses. (a) The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementAgreement and in connection with the Offer, including including, but not limited to, (i) expenses relating to the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (Aii) any filing fees expenses relating to the preparation, issuance and other expenses delivery of the certificates, if any, for the Shares and subscription certificates relating to the Rights, (including iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) expenses relating to the Underwritersqualification 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 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, (vi) the fees and expenses incurred with respect to filing with FINRA, including filing fees, if any, paid to FINRA by the Dealer Manager’s counsel with respect thereto, (vii) the fees and expenses incurred in connection with the listing of the Rights and the Shares on the NYSE, (viii) expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, including all reasonable out-of-pocket fees and expenses, if any and not to exceed $10,000, incurred by the Dealer Manager, Selling Group Members, Soliciting Dealers and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers, (ix) the fees and expenses incurred with respect to the Subscription Agent and the Information Agent and (x) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal, the expenses of which will be incurred by the Dealer Manager) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Agreement are consummated.

Payment of Expenses. The Company agrees with the Underwriter that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company, the Selling Stockholders or the Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating Underwriter, in an amount not to such review)exceed $20,000, in connection with the FINRA’s review and approval of the Underwriter’s participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company and the Selling Stockholders relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Notwithstanding the foregoing sentence, the Selling Stockholders agree to pay any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriter. Except as provided in this Agreement, the Underwriter shall pay its own costs and expenses, including the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company disbursement of its obligations hereundercounsel.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and such Selling Stockholder, as the case may be, under this Agreement, including but not limited to (A) any filing fees and other expenses (including the reasonable and documented fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) fees, disbursements and expenses of the Company’s counsel and one counsel to the Selling Stockholders, costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% one-half of the cost expenses of the chartering of airplanesairplanes arranged by the Underwriters, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that, except as provided in this Agreement, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and one-half of the expenses of the Company’s accountants chartering of airplanes arranged by the Underwriters and relating to investor presentations or any “road show” in connection with the fees offering and expenses sale of counsel (including local and special counsel) for the Company and (I) Offered Securities. It is further understood that, except as provided in this Section 5(h), the Selling Stockholders will pay all other of their own costs and expenses incident expenses, including any transfer or other taxes payable on the sale of their Securities, except as provided in any separate agreement relating to the performance by allocation of payment of expenses between the Company of its obligations hereunderCompany, on the one hand, and a Selling Stockholder, on the other hand.

Payment of Expenses. The Company and the Guarantor will pay all expenses incident to the performance of its obligations under this AgreementAgreement and the Indenture, including but not limited to (Ai) the fees and expenses of the Trustee and its professional advisors, (ii) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company or the Guarantor or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Biii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating Underwriters, in an amount not to such review)exceed $20,000, in connection with, the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Civ) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (v) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters and expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (vi) any fees charged by investment rating agencies for the rating of the Offered Securities, and (vii) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement. The Company and the Guarantor will also pay or reimburse the Underwriters (to the extent incurred by them) for costs and expenses of the Company’s officers and employees and any other expenses of the Company and the Guarantor relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s and the Guarantor’s officers and employees, and (2) any other expenses of provided, however, that the Company including Underwriters will pay 50% of the cost costs and expenses of any chartered flight. Except as provided in this Agreement, the chartering Underwriters shall pay all of airplanestheir own costs and expenses, (D) including the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration disbursement of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other documented expenses (including reasonable fees and disbursements of counsel to the Underwriters) ), incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretothereto (in an amount not to exceed $10,000 in the aggregate), (B) documented costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees (and also including the reasonable fees and expenses of counsel for the Underwriters relating to such reviewreview in an amount not to exceed $35,000 in the aggregate), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company Company, including the cost of transportation in connection with the road show; provided, that 50% of the cost of any aircraft chartered in connection with the chartering road show shall be the responsibility of airplanesthe Underwriters (it being understand that the other 50% shall be the responsibility of the Company), (D) the fees and expenses incident to listing the Offered Securities on the NYSENasdaq Stock Market and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as provided in this Section 5(i) and in Section 10, (H) the fees Underwriters shall pay their own costs and expenses, including the costs and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company and Sunoco agree with the Selling Stockholder and the several Underwriters that the Company or Sunoco will pay all expenses incident incidental to the performance of its the obligations of the Company under this Agreement, including but not limited to (Ai) any documented regulatory filing fees and documented and reasonable fees and disbursements of Swiss and Cayman Islands counsel for the Selling Stockholder, (ii) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Biii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review), (Civ) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (Dv) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, and (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred by the Company in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred by the Company for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as otherwise expressly provided in this Agreement, (H) the Company, Sunoco, the Underwriters and the Selling Stockholder will pay all of their own costs and expenses, including the fees and expenses of their counsel and, as applicable, any transfer taxes on the sale by the Selling Stockholder of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident Offered Securities to the performance by the Company of its obligations hereunderUnderwriters.

Payment of Expenses. (a) The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementAgreement and in connection with the Offer, including including, but not limited to, (i) expenses relating to the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (Aii) any filing fees expenses relating to the preparation, issuance and other expenses delivery of the certificates, if any, for the Shares and subscription certificates relating to the Rights, (including iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) expenses relating to the Underwritersqualification 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 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, (vi) the fees and expenses incurred with respect to filing with FINRA, including the fees and disbursements paid to FINRA by the Dealer Manager’s counsel with respect thereto, (vii) the fees and expenses incurred in connection with the listing of the Rights and the Shares on the NYSE, (viii) expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, (ix) the fees and expenses incurred with respect to the Subscription Agent and the Information Agent and (x) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Agreement are consummated.

Payment of Expenses. The Company agrees with the Underwriters that the Company will pay all the expenses incident of the Company and the Selling Stockholders relating to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and up to $30,000 of the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, fifty percent of the transportation (1including the chartering of airplanes) any travel and other expenses incurred by or on behalf of the Company’s officers and employees, and (2) any other expenses representatives in connection with “road show” presentations to prospective purchasers of the Company including 50% of the cost of the chartering of airplanesOffered Securities, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations and the obligations of the Selling Shareholders under this Agreement, including but not limited to (A) to, any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Txxxxx Wxxxxx designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and for any transfer taxes on the sale by the Selling Shareholders of the Offered Securities to the Underwriters, for any expenses relating to investor presentations or any “road show” incurred by the Custodian in connection with the offering sale of Offered Securities by the Selling Shareholders, reasonable fees and expenses of one counsel for the Selling Shareholders in connection with the sale of the Offered Securities including, without limitation, (1) any travel expenses of by the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the Selling Shareholders fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Market and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (H) the Company on the one hand and the Underwriters on the other hand shall each pay their respective costs and expenses relating to investor presentations or any “roadshow” in connection with the offering or sale of the Offered Securities; provided, that the Company on the one hand and the Underwriters on the other hand shall each pay one-half the cost of any aircraft chartered in connection with attending or hosting such meetings and the Company will pay all costs and expenses of any chartered flight on which the Underwriters do not accompany the Company; provided, further, that, the Underwriters will pay all reasonable costs and expenses for any group function attended by both the Company and the Underwriters; provided, further, that except as expressly set forth herein, the Underwriters will pay the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company Transaction Entities will pay all expenses incident to the performance of its their obligations under this Agreement, Agreement and all the costs and expenses in connection with the offering of the Offered Shares including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda blue sky surveys or legal investment surveys relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities Shares (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses of legal counsel for the Underwriters incurred in connection with this Agreement and the offering of the Offered Shares not to exceed $45,000, (D) costs and expenses of the Company relating to investor presentations or and any “road show” show in connection with the offering and sale of the Offered Securities Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company Company, including 50% all actually and reasonably incurred costs and expenses of the cost Underwriters advanced on behalf of the chartering Company relating to the investor presentations and any roadshow in connection with the offering and sale of airplanesthe Offered Shares, (DE) the fees and expenses incident to listing the Offered Securities Shares and Conversion Shares on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange ActNYSE MKT, (F) expenses incurred in distributing preliminary prospectuses and the Final 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 fees Underwriters in connection with the offering and sale of the Offered Shares; provided, however that the Transaction Entities shall have no obligation to pay any costs and expenses of the Company’s accountants Underwriters relating to the investor presentations and any roadshow in connection with the fees offering and expenses sale of counsel (including local and special counsel) for the Company and (I) all Offered Shares, other than costs and expenses incident to the performance by advanced on behalf of the Company of its obligations hereunderin accordance with (D) above.

Payment of Expenses. The Company Partnership will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Units for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities Units (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, Units including (1) any travel expenses of provided that the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of costs associated with the chartering of airplanesan aircraft used by the Partnership and the Underwriters to attend meetings with prospective purchasers of the Common Units will be divided equally between the Partnership on the one hand and the Underwriters on the other hand, (D) and each of the Partnership and the Underwriters will pay for their own costs in connection with meetings with prospective purchasers), fees and expenses incident to listing the Offered Securities Units on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities Units under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as set forth in this Section 5(h), the Underwriters will pay all of their own costs and expenses, including the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable attorneys’ fees and disbursements of counsel to expenses incurred by the Underwriters) incurred 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 Offered Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating up to such review)$30,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, (iv) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (vi) expenses incurred in distributing preliminary prospectuses, the Final Prospectus (including any amendments and supplements thereto) and the Registration Statement (and exhibits thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors and (vii) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for costs and expenses of the Underwriters and the Company’s officers and employees and any other expenses of the Underwriters and the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company Company, including 50% of the cost of the chartering of airplanes. It is understood, (Dhowever, that except as provided in this Section 5(h) and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any road show expenses incurred by them (other than costs and expenses incident to listing incurred by the Offered Securities Underwriters on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses behalf of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder).

Payment of Expenses. The MHC, the Mid-Tier, the Company will and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including but not limited to (Ai) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees, and the filing fees paid by the Agent referenced below, (ii) the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”Blue Sky counsel) of the Offered Securities (including filing fees and in the fees and expenses of counsel for the Underwriters relating to such review)various states, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (Div) the fees and expenses incident to incurred in connection with obtaining the listing of the Offered Securities on the NYSENasdaq Stock Market, (Ev) the all fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses disbursements of the Company’s counsel, accountants and other advisors, and (vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses on behalf of counsel (including local and special counsel) for the Company or the Bank, the Bank will reimburse the Agent for such fees and (I) all other costs expenses whether or not the Conversion is consummated; provided however, that the Agent shall not incur any substantial expenses on behalf of the Company or the Bank pursuant to this section without the prior approval of the Bank. The Primary parties jointly and severally agree to pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion is consummated, including (i) the filing fees paid or incurred by the Company Agent in connection with all filings with FINRA and (ii) all reasonable documented out-of-pocket expenses up to $125,000 incurred by the Agent in connection with its services as marketing agent, and up to $35,000 in connection with its services as records management agent as described above including, in each case without limitation, legal fees and expenses, travel, meals, lodging, postage, syndication and documentation expenses; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of its obligations hereunderthe Primary Parties. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of this Section 4 shall be due and payable upon receipt by the Primary Parties of a written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable attorneys’ fees and disbursements of counsel to expenses incurred by the Underwriters) incurred 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 Offered Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating up to such review)$30,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, (iv) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (v) expenses incurred in distributing preliminary prospectuses, the Final Prospectus (including any amendments and supplements thereto) and the Registration Statement (and exhibits thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors and (vi) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for costs and expenses of the Underwriters and the Company’s officers and employees and any other expenses of the Underwriters and the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company Company, including 50% of the cost of the chartering of airplanes. It is understood, (Dhowever, that except as provided in this Section 5(h) and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any road show expenses incurred by them (other than costs and expenses incident to listing incurred by the Offered Securities Underwriters on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses behalf of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder).

Payment of Expenses. The Company will shall, upon demand, pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) expenses relating to the preparation, printing, filing and distribution of the Statutory Prospectus, the Final Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any amendments thereof or supplements thereto, (ii) expenses relating to the preparation, printing and distribution of this Agreement, any Underwriter’s Questionnaire or related matters, (iii) expenses relating to the issuance and delivery of the Shares to the Underwriters, (iv) the fees and disbursements of the Company’s counsel and accountants, (v) expenses of qualifying the Shares under the applicable securities or “blue sky” laws in accordance with Section 3(f) hereof, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to for the Underwriters) incurred Underwriters in connection therewith and in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate “blue sky” survey and the preparation and printing of memoranda relating theretoany legal investment survey, (Bvi) all costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities offering (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (Cvii) any costs and expenses of the Company relating to investor presentations or on any “road show” undertaken in connection with the marketing of the Shares and (viii) the fees and expenses, if any, incurred in connection with the listing of the Shares on the Nasdaq Global Select Market or other national securities exchange. If this Agreement is terminated by you in accordance with the provisions of Section 4 or Section 9(i) hereof, the Company shall, upon demand, reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred by them in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance contemplated by the Company of its obligations hereunderthis Agreement.

Payment of Expenses. The Company will pay and bear all costs and expenses incident to the performance of its obligations under this Agreement, including but not limited to (Aa) any the preparation, printing and filing fees and other expenses of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, any preliminary prospectus supplements and the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Underwriters, (b) the preparation, printing and distribution of this Agreement, the Indenture and Offered Securities, (c) the delivery of the Offered Securities to the Underwriters, (d) the fees and disbursements of the Company's counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretoaccountants, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (De) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration qualification of the Offered Securities under the Exchange Actapplicable securities laws in accordance with Section 3(f) hereof and any filing for review of the offering with the National Association of Securities Dealers, Inc., including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith, (Ff) expenses incurred in distributing preliminary prospectuses any fees charged by rating agencies for rating the Offered Securities and the Final 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, (Hg) the fees and expenses of the Company’s accountants and Trustee, including the fees and expenses disbursements of counsel (including local and special counsel) for the Company Trustee, in connection with the Indenture and (I) all other costs and expenses incident to the performance Offered Securities. If this Agreement is terminated by you in accordance with the provisions of Section 5 or 9(a)(i), the Company shall reimburse the Underwriters for all their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of its obligations hereundercounsel for the Underwriters.

Payment of Expenses. The MHC, the Mid-Tier, the Company will and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including but not limited to (Ai) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees, and the filing fees paid by the Agent referenced below, (ii) the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”Blue Sky counsel) of the Offered Securities (including filing fees and in the fees and expenses of counsel for the Underwriters relating to such review)various states, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (Div) the fees and expenses incident to incurred in connection with obtaining the listing of the Offered Securities and the Exchange Securities on the NYSENasdaq Stock Market, (Ev) the all fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses disbursements of the Company’s counsel, accountants and other advisors, and (vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses on behalf of counsel (including local and special counsel) for the Company or the Bank, the Bank will reimburse the Agent for such fees and (I) all other costs expenses whether or not the Conversion is consummated; provided however, that the Agent shall not incur any substantial expenses on behalf of the Company or the Bank pursuant to this section without the prior approval of the Bank. The Primary parties jointly and severally agree to pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion is consummated, including (i) the filing fees paid or incurred by the Company Agent in connection with all filings with FINRA and (ii) all reasonable documented out-of-pocket expenses up to $110,000 incurred by the Agent in connection with its services as marketing agent, which amount will be increased to up to $150,000 in the event that a Syndicated Community Offering is undertaken, and up to $50,000 in connection with its services as records management agent as described above including, in each case without limitation, legal fees and expenses, travel, meals, lodging, postage, syndication and documentation expenses; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of its obligations hereunderthe Primary Parties. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of this Section 4 shall be due and payable upon receipt by the Primary Parties of a written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred Company, the Selling Stockholders or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating Underwriters, in an amount not to such review)exceed $20,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company and the Selling Stockholders relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Notwithstanding the foregoing sentence, the Selling Stockholders agree to pay any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters. Except as provided in this Agreement, the Underwriters shall pay their own costs and expenses, including the fees and expenses disbursement of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable fees and disbursements of counsel to on behalf of the UnderwritersPlacement Agent) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Placement Agent reasonably designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (Cii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, NYSE American, NASDAQ and other national and foreign exchanges, (Eiii) the fees and expenses in connection with the registration of the Offered Securities and Underlying Securities under the Exchange Act, (Fiv) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Placement Agent and for expenses incurred for preparing, printing and distributing any Permitted Issuer Free Writing Prospectuses to investors or prospective investors, (Hv) all fees and expenses of the Trustee and (vi) the fees and expenses incurred in connection with the listing of the CompanyMaximum Number of Underlying Securities issuable upon conversion of the Offered Securities on NYSE American. The Company also agrees to reimburse Placement Agent’s accountants and expenses (with supporting invoices/receipts) up to a maximum of $350,000, which reimbursement shall be payable immediately upon (but only in the fees and expenses event of) the Closing of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderOffering.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident incidental to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, The New York Stock Exchange and other national and foreign exchanges and (Eiii) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Each Selling Stockholder agrees with the several Underwriters that such Selling Stockholder will pay or cause to be paid all transfer taxes on the sale by such Selling Stockholder of the Offered Securities to the Underwriters. Except as otherwise provided by this Agreement, (H) the Underwriters shall pay their own costs and expenses in connection with the transactions contemplated hereby, including, without limitation, fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company and each Selling Stockholder agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) including any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company Company, including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (Hi) the fees and expenses each of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other several Underwriters will pay its own costs and expenses incident relating to any such investor presentations or “road show” and (ii) the Company, on the one hand, and the several Underwriters, on the other hand, will each pay 50% of the costs and expenses relating to the performance by the Company chartering of its obligations hereunderairplanes in connection with any such investor presentations or “road show.”

Payment of Expenses. The Whether or not the Conversion is completed or the sale, issuance and exchange of the Shares by the Holding Company is consummated, the Primary Parties will pay for all their expenses incident to the performance of its obligations under this Agreement, including but not limited to without limitation: (Aa) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing filing of memoranda relating theretothe Applications and Registration Statement; (b) the preparation, (B) costs printing, filing, delivery and expenses mailing of the Registration Statement, including the Prospectus, and all documents related to the review by the Financial Industry Regulatory Authority Offering and proxy solicitation; (“FINRA”c) of the Offered Securities (including all filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the qualification or registration of the Offered Securities Shares for offer and sale by the Holding Company under the Exchange Actsecurities or “blue sky” laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of a blue sky law survey; (Fd) the filing fees of FINRA related to Stifel’s fairness filing under Rule 2710 of the National Association of Securities Dealers, Inc.; (e) fees and expenses related to the preparation of the independent appraisal; (f) fees and expenses related to printing, data processing, auditing, accounting and other services; (g) all expenses relating to advertising, temporary personnel, investor meetings and the stock information center; and (h) transfer agent fees and costs of preparation and distribution of stock certificates. The Primary Parties also agree to reimburse Stifel for reasonable out-of-pocket expenses, including legal fees and expenses and expenses incurred in distributing preliminary prospectuses and connection with the Final Prospectus (including any amendments and supplements thereto) syndicated community offering or public underwritten offering, incurred by Stifel in connection with the services hereunder, subject to the Underwriterslimitations provided below. Stifel will not incur reimbursable legal fees (excluding counsel’s out-of-pocket expenses) in excess of $75,000. Stifel will not incur actual accountable reimbursable out-of-pocket expenses in excess of $30,000 in the subscription offering and community offering and in excess of $50,000 in the syndicated community offering. The Primary Parties acknowledge, however, that such limitations on expenses and legal fees may be increased by the mutual consent of the Mid-Tier Holding Company and Stifel in the event of delay in the Offering, which requires material additional work by Stifel or its counsel or an update of the financial information contained in the Prospectus to reflect a period later than set forth in the financial statements in the original Registration Statement; provided that under such circumstances, Stifel will not incur additional accountable reimbursable out-of-pocket expenses in excess of $15,000 or additional reimbursable legal fees in excess of $25,000 and that the aggregate of all reimbursable expenses and legal fees for the Offering shall not exceed $195,000. Not later than two (G2) expenses incurred for preparingdays prior to the Closing Date, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) Stifel will provide the fees and Bank with a detailed accounting of all reimbursable expenses of Stifel and its counsel to be paid at the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderClosing.

Payment of Expenses. The Company and the Selling Stockholder agree with the several Underwriters that the Company and the Selling Stockholder will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholder, as the case may be, under this Agreement, including but not limited to (A) any filing fees and other expenses (including reasonable and documented fees and disbursements of one firm of counsel, one firm of gaming regulatory counsel and one firm of local counsel in each applicable jurisdiction, to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives Underwriters designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such reviewreview (but with respect to fees and expenses of counsel for the Underwriters not to exceed $20,000)), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees (provided that the Underwriters shall jointly bear one-half of the air travel expenses) and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanesCompany, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses Prospectus to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Whether or not the Conversion is completed or the sale, issuance and exchange of the Shares by the Holding Company is consummated, the Primary Parties will pay for all their expenses incident to the performance of its obligations under this Agreement, including but not limited to without limitation: (Aa) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing filing of memoranda relating theretothe Applications and Registration Statement; (b) the preparation, (B) costs printing, filing, delivery and expenses mailing of the Registration Statement, including the Prospectus, and all documents related to the review by the Financial Industry Regulatory Authority Offering and proxy solicitation; (“FINRA”c) of the Offered Securities (including all filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the qualification or registration of the Offered Securities Shares for offer and sale by the Holding Company under the Exchange Actsecurities or “blue sky” laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of a blue sky law survey; (Fd) the filing fees of FINRA related to Stifel’s fairness filing under Rule 2710 of the National Association of Securities Dealers, Inc.; (e) fees and expenses related to the preparation of the independent appraisal; (f) fees and expenses related to printing, data processing, auditing, accounting and other services; (g) all expenses relating to advertising, temporary personnel, investor meetings and the stock information center; and (h) transfer agent fees and costs of preparation and distribution of stock certificates. The Primary Parties also agree to reimburse Stifel for reasonable out-of-pocket expenses, including legal fees and expenses and expenses incurred in distributing preliminary prospectuses and connection with the Final Prospectus (including any amendments and supplements thereto) syndicated community offering or public underwritten offering, incurred by Stifel in connection with the services hereunder, subject to the Underwriterslimitations provided below. Stifel will not incur reimbursable legal fees (excluding counsel’s out-of-pocket expenses) in excess of $150,000. Stifel will not incur actual accountable reimbursable out-of-pocket expenses in excess of $20,000 in the subscription offering and community offering and in excess of $75,000 in the syndicated community offering. The Primary Parties acknowledge, however, that such limitations on expenses and legal fees may be increased by the mutual consent of the Mid-Tier Holding Company and Stifel in the event of delay in the Offering, which requires material additional work by Stifel or its counsel or an update of the financial information contained in the Prospectus to reflect a period later than set forth in the financial statements in the original Registration Statement; provided that under such circumstances, Stifel will not incur additional accountable reimbursable out-of-pocket expenses in excess of $10,000 or additional reimbursable legal fees in excess of $25,000 and that the aggregate of all reimbursable expenses and legal fees for the Offering shall not exceed $280,000. Not later than two (G2) expenses incurred for preparingdays prior to the Closing Date, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) Stifel will provide the fees and Bank with a detailed accounting of all reimbursable expenses of Stifel and its counsel to be paid at the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderClosing.

Payment of Expenses. The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including the reasonable fees and disbursements disbursement of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under foreign securities laws or the state securities or blue sky laws of such jurisdictions as the Representatives designate provided in Section 5(f) and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing up to $10,000 in reimbursement of certain underwriter’s counsel fees and in connection with the fees and expenses review of counsel for the Underwriters relating to such reviewoffering by FINRA), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including incurred in connection therewith (provided, however, that the Company and the Underwriters shall each agree to pay for 50% of the cost of any aircraft chartered in order to transport representatives of the chartering Company and the Underwriters to meetings with prospective purchasers of airplanesthe Offered Securities), (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and each Selling Stockholder under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Company and the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the cost of lodging, meals and other expenses for Company, fees and expenses incident to listing the Offered Securities on the NYSENYSE Euronext, (E) the and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) . Upon the fees and expenses completion of the Company’s accountants offering of the Offered Securities, the Company may reimburse a portion of the legal and travel related expenses incurred by the fees Underwriters in connection with the performance of their obligations under this Agreement; provided, however, that the amount and expenses timing of counsel (including local and special counsel) for any such discretionary reimbursement is in the sole discretion of the Company and provided further that in no event will the amount of such discretionary reimbursement exceed Five Hundred Thousand Dollars (I$500,000) all other costs and expenses incident to in the performance by the Company of its obligations hereunderaggregate.

Payment of Expenses. The Company will and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including but not limited to (Ai) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees fees, (ii) the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to Blue Sky counsel) of the UnderwritersSecurities in the various states, (iv) the fees and expenses incurred in connection with qualification obtaining the listing of the Offered Securities for sale under on the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretoNasdaq Stock Market, (Bv) costs all fees and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) disbursements of the Offered Securities Company’s counsel, accountants and other advisors, and (including filing fees vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses on behalf of counsel the Company or the Bank, the Bank will reimburse the Agent for the Underwriters relating to such review), (C) costs fees and expenses relating whether or not the Conversion is consummated; provided however, that the Agent shall not incur any substantial expenses on behalf of the Company or the Bank pursuant to investor presentations this section without prior approval of the Bank. The Company and the Bank jointly and severally agree to pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion is consummated, including (i) the filing fees paid or any “road show” incurred by the Agent in connection with all filings with FINRA, (ii) all reasonable documented out-of-pocket expenses up to $100,000 incurred by the offering and sale of the Offered Securities Agent in connection with its services as marketing agent as described above including, without limitation, (1) any travel expenses of the Company’s officers legal fees and employeesexpenses, travel, meals, lodging, postage, syndication and documentation expenses, if no Syndicated Offering occurs and up to $115,000 if a Syndicated Offering occurs, and (2iii) any other reasonable out-of-pocket expenses up to $30,000 as records management agent; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the Company including 50% of and the cost of the chartering of airplanes, (D) the Bank. All fees and expenses incident to listing which the Offered Securities on the NYSE, (E) the fees Agent is entitled to reimbursement under this paragraph of this Section 4 shall be due and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance payable upon receipt by the Company or the Bank of its obligations hereundera written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. (a) The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementAgreement and in connection with the Offer, including including, but not limited to, (i) expenses relating to the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (Aii) any filing fees expenses relating to the preparation, issuance and other expenses delivery of the certificates, if any, for the Shares and subscription certificates relating to the Rights, (including iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and accountants, (iv) expenses relating to the Underwritersqualification 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 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, (vi) the fees and expenses incurred with respect to filing with FINRA, including the fees and disbursements of the Dealer Manager’s counsel with respect thereto, (vii) the fees and expenses incurred in connection with the listing of the Rights and the Shares on the NYSE, (viii) expenses relating to the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials (including all reasonable out-of-pocket fees and expenses, if any and not to exceed $10,000, incurred by the Dealer Manager, Selling Group Members, Soliciting Dealers and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers), (ix) the fees and expenses incurred with respect to the Subscription Agent and the Information Agent and (x) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal, the expenses of which will be incurred by the Dealer Manager, subject to reimbursement pursuant to paragraph (b) below) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Agreement are consummated.

Payment of Expenses. The Company agrees with the Placement Agent that the Company will pay all reasonable, documented out-of-pocket expenses incident to the performance of its the obligations of the Company, as the case may be, under this Agreement, the Securities Purchase Agreement, the Indenture and the Security Documents, including but not limited to (A) any filing fees and other expenses (including reasonable, documented fees and disbursements of counsel to the UnderwritersPlacement Agent) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Placement Agent designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable, documented fees and expenses of counsel for the Underwriters Placement Agent relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing or maintaining the Offered Securities listing of the Underlying Shares on the NYSENew York Stock Exchange, (E) the American Stock Exchange, The Nasdaq Stock Market LLC and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) costs and expenses incurred in connection with the creation, perfection, protection and continuation of the first priority liens contemplated by the Indenture and each Security Document and fees and expenses incurred in connection with lien and title searches, title insurance, taxes, fees and other charges for recording mortgages and filing UCC financing statements, intellectual property filings and continuations), fees and expenses of the Trustee, fees and expenses of the Collateral Agent, any transfer taxes payable in connection with the delivery of the Offered Securities to the Purchaser and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the UnderwritersPlacement Agent; provided, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) however that the fees and expenses of to be reimbursed to the Company’s accountants and the Placement Agent (including any fees and expenses of counsel (including local and special counsel) for the Company and Placement Agent) shall not exceed an aggregate amount of two hundred thousand dollars (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder$200,000).

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each Selling Stockholder agree with the Underwriter that the Company and such Selling Stockholder will pay all expenses incident to the performance of its the obligations of the Company and such Selling Stockholder, as the case may be, under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered offering and sale of the Securities (including filing fees and the fees and expenses of counsel for the Underwriters Underwriter relating to such review), (C) in connection with the review and approval of the Underwriter’s participation in the offering and distribution of the Securities, costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanesCompany, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) NYSE American, NASDAQ Stock Market and other national and foreign exchanges, the fees and expenses of the Company’s counsel and independent accountants, the costs and charges of any transfer agent and any registrar, the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Securities to the Underwriter and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (Hhowever, that except as provided in this Section 5(h) and Sections 8 and 9 hereof, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel and travel and lodging expenses of the Company’s accountants its representatives and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderemployees.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the UnderwritersUnderwriter) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such reviewfees), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employeesemployees (provided, however, that the Underwriter shall be responsible for 50% of the costs of any private aircraft chartered by or on behalf of the Company in connection with such presentations), and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanesincluding, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as provided herein, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel and any road show expenses incurred by it (other than costs and expenses incurred by the Underwriter on behalf of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder).

Payment of Expenses. The Company Parties, jointly and severally, agree that the Company Parties will pay all expenses incident to the performance of its the obligations of the obligations of the Company Parties under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including (x) filing fees and (y) the fees and expenses of counsel for the Underwriters relating to such reviewreview (the amount in clause (y) not to exceed $35,000)), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees; provided, however, that the Underwriters shall be responsible for 50% of the costs of any private aircraft chartered by or on behalf of the Company in connection with such presentations, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (Hhowever, that except as provided in this Section 5(i) and Sections 5(p), 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any road show expenses incurred by them (other than costs and expenses incurred by the Underwriters on behalf of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder).

Payment of Expenses. The Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Blue Sky Laws and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of one counsel for the Underwriters relating to such reviewreview in an amount equal to $20,000), (Ciii) costs and expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including Company; provided that the Company, on the one hand, and the several Underwriters, on the other hand, will each pay 50% of the cost of costs and expenses relating to the chartering of airplanes, airplanes used by the Company and the Underwriters in connection with any such investor presentation or “road show,” (Div) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fv) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, Underwriters and (Gvi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (H) each Selling Stockholder will pay any transfer taxes on the fees and expenses sale by such Selling Stockholder of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident Offered Securities to the performance by the Company of its obligations hereunderUnderwriters.

Payment of Expenses. a. The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementDealer Manager Agreement and in connection with the Offer, including including, but not limited to, expenses relating to (Ai) any the printing and filing fees of the Registration Statement as originally filed and other expenses of each amendment thereto, (including ii) the preparation, issuance and delivery of the certificates for the Shares and subscription certificates relating to the Rights, (iii) the fees and disbursements of the Fund’s counsel (including the fees and disbursements of local counsel) and independent registered public accounting firm, (iv) the printing or other production and delivery to the UnderwritersDealer 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 filing with and review by FINRA, including the fees and disbursements of the Dealer Manager’s counsel with respect thereto, (vi) the fees and expenses incurred in connection with the listing of the Shares on the NYSE, (vii) the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, including all reasonable out-of-pocket fees and expenses, if any, incurred by the Dealer Manager, Selling Group Members, Soliciting Dealers and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers, (viii) the fees and expenses incurred with respect to the Subscription Agent and the Information Agent and (ix) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Dealer Manager Agreement are consummated.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Securityholders under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and but excluding the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employeesemployees (provided, however, that the Underwriters shall be responsible for 50% of the equivalent third party costs of any private aircraft incurred by or on behalf of the Company in connection with such presentations), and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Securityholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Regulation Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (Ciii) fees, disbursements and expenses of Company’s counsel and one counsel to the Selling Stockholders, (iv) costs and expenses incurred by the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including incurred in connection therewith (provided, however, that the Company and the Underwriters each shall be responsible for 50% of the cost costs of any aircraft chartered in order to transport representatives of the chartering Company and the Underwriters to meetings with prospective purchasers of airplanesthe Offered Securities), (Dv) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market and other national and foreign exchanges, (Evi) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, Act and (Fvii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that, except as provided in this Section 5(h), the fees Underwriters will pay all of their own costs and expenses, including all travel, lodging and other expenses of the Company’s accountants and Underwriters or any of their employees incurred by them in connection with any road show. It is further understood that, except as provided in this Section 5(h), the fees and expenses Selling Stockholders will pay all of counsel (including local and special counsel) for the Company and (I) all other their own costs and expenses incident expenses, including any transfer or other taxes payable on the sale of their Securities, except as provided in any separate agreement relating to the performance by allocation of payment of expenses between the Company of its obligations hereunderCompany, on the one hand, and a Selling Stockholder, on the other hand.

Payment of Expenses. The Company Transaction Entities will pay all expenses incident to the performance of its their obligations under this Agreement, Agreement and all the costs and expenses in connection with the offering of the Offered Shares including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda blue sky surveys or legal investment surveys relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities Shares (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses of legal counsel for the Underwriters incurred in connection with this Agreement and the offering of 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 or and any “road show” show in connection with the offering and sale of the Offered Securities Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company Company, including 50% all actually and reasonably incurred costs and expenses of the cost Underwriters advanced on behalf of the chartering Company relating to the investor presentations and any roadshow in connection with the offering and sale of airplanesthe Offered Shares, (DE) the fees and expenses incident to listing the Offered Shares and the Underlying Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange ActNasdaq, (F) expenses incurred in distributing preliminary prospectuses and the Final 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 fees Underwriters in connection with the offering and expenses sale of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company Offered Shares and (I) all other costs 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 incident payable to the performance by Underwriters pursuant to this Agreement are not fully paid when due, the Company agrees to pay all costs of its obligations 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. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred 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 Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating to such review)Underwriters, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of provided, however, that the Company including Underwriters will pay for 50% of the cost costs and expenses of any chartered flight, except for flights on which there is no representative of the chartering of airplanesRepresentatives, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own expenses, including the fees and expenses disbursement of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to to: (Ai) any filing fees and other expenses (including the reasonable and documented fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, ; (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review), ; (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company (including fifty percent (50% %) of the cost of costs associated with the chartering of airplanes, provided that the remaining fifty percent (D50%) of any such costs associated with the chartering of airplanes shall be paid by the several Underwriters); (iv) fees and expenses incident to listing the Offered Securities on the NYSEThe New York Stock Exchange, American Stock Exchange, NASDAQ Stock Market and other national and foreign exchanges; (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, ; (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, ; and (Gvii) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to (A) any filing fees and other expenses (including reasonable and documented fees and disbursements of counsel local and international counsels to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or other documents relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review), (C) reasonable and documented costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel reasonable and documented expenses of the Representatives and the Company’s officers and employees, such as travel, meals and (2) any other expenses of the Company including 50% of the cost of group events and the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) fees and expenses of local and international counsels to the Company, fees and expenses of the Company’s independent public accountants, fees and expenses of local and international counsels to the Underwriters, fees and expenses in connection with the registration of the Offered Securities under the Act and the Exchange Act, (F) Act and expenses incurred in printing and distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. In addition, the Company shall at all times be responsible for the Underwriters’ documented out-of-pocket expenses in addition to those expenses listed in the foregoing sentence, provided that the Underwriters shall not incur (Hx) such additional out-of-pocket expenses in excess of US$750,000 in the fees and expenses aggregate or (y) any individual or series of related expenditures in excess of US$75,000, in each case without the prior written consent of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder, which consent shall not be unreasonably withheld.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) including any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company Company, including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (Hi) the fees and expenses each of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other several Underwriters will pay its own costs and expenses incident relating to any such investor presentations or “road show” and (ii) the Company, on the one hand, and the several Underwriters, on the other hand, will each pay 50% of the costs and expenses relating to the performance by the Company chartering of its obligations hereunderairplanes in connection with any such investor presentations or “road show.”

Payment of Expenses. The Company will pay all expenses incident to the performance of its and Western Gas Parties’ obligations under this Agreementthe Terms Agreement (including these Standard Provisions), including but not limited to (A) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives Underwriters may designate and the preparation and printing of memoranda relating thereto, (B) for any fees charged by investment rating agencies for the rating of the Securities, for any costs and expenses related to to, the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review), (C) for the fees and expenses of the Trustee under the Indenture and the Purchase Contract Agent under the Purchase Contract Agreement, costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s and the General Partners’ officers and employees, employees and (2) any other expenses of the Company or the Western Gas Parties including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities and Issuable APC Common Stock on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses any Statutory Prospectuses, the Prospectus and the Final Partnership Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. (i) The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and, other than as set forth in Section 5(h)(ii), each Selling Stockholder under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters, which, if the Offered Securities are “covered securities” for purposes of Section 18 of the Act upon completion of the sale of the Firm Securities, shall not exceed $5,000) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such reviewreview not to exceed $20,000), (Cii) the fees, disbursements and expenses of the Company’s counsel and counsel to the Selling Stockholders, (iii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, provided that the costs reasonably incurred by the Company including 50% of and the cost of Underwriters to charter any aircraft in connection with the chartering of airplanes“road show” shall be shared equally between the Company and the Underwriters, (Div) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Global Select Market and other national and foreign exchanges, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. If the Offering is consummated, the Agents shall bear all of their out-of-pocket expenses incurred in connection with the Offering, including fees and disbursements of their legal counsel. If the Offering is not consummated, the Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to reimburse the Agents for their reasonable out-of-pocket expenses incurred in connection with the performance of their obligations under this Agreement, including, without limitation, legal fees and expenses, data processing fees and expenses, postage, document production, advertising, syndication and travel expenses; provided, however, that Sandler X’Xxxxx shall document such expenses to the reasonable satisfaction of the Company. All fees and expenses to which the Agents are entitled to reimbursement under this paragraph of this Section 4 shall be due and payable in cash upon termination of Sandler X’Xxxxx’x engagement or termination of the Offering, as the case may be. The Company will Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including but not limited to without limitation, (Ai) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees fees, (ii) the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”Blue Sky counsel) of the Offered Securities (including filing fees and in the fees and expenses of counsel for the Underwriters relating to such review)various states, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (Div) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses incurred in connection with the registration listing of the Offered Securities under and the Exchange ActShares on the Nasdaq Global Select Market, (Fv) expenses incurred in distributing preliminary prospectuses and the Final 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) the all fees and expenses disbursements of the Company’s counsel, accountants and other advisors, and (vi) the establishment and operational expenses for the Conversion Center (e.g. postage, telephones, supplies, etc.). In the event the Agents incur any such fees and expenses on behalf of counsel (including local and special counsel) the Company, the Mid-Tier Company, the MHC or the Bank, the Bank will reimburse the Agents for the Company and (I) all other costs such fees and expenses incident to whether or not the performance by the Company of its obligations hereunderConversion is consummated.

Payment of Expenses. The Company will First Federal Parties jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including but not limited to (Ai) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees fees, (ii) the cost of printing and other expenses distributing the materials used in the Offering, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to Blue Sky counsel) of the UnderwritersShares in the various states, (iv) the fees and expenses incurred in connection with qualification obtaining the quotation of the Offered Securities for sale under Shares on the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretoNasdaq Capital Market, (Bv) costs all fees and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) disbursements of the Offered Securities First Federal Parties’ counsel, accountants and other advisors, and (including filing fees vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses on behalf of counsel any of the First Federal Parties, the Bank will reimburse the Agent for the Underwriters relating to such review), (C) costs fees and expenses relating whether or not the Conversion is consummated; provided, however, that the Agent shall not incur any substantial expenses on behalf of the First Federal Parties without prior approval, which approval will not be unreasonably withheld. The First Federal Parties jointly and severally agree to investor presentations pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion or any “road show” the Offering are consummated, including (i) the filing fees paid or incurred by the Agent in connection with all filings with FINRA, (ii) all reasonable documented out-of-pocket expenses up to $15,000 incurred by the offering and sale of the Offered Securities Agent in connection with its services as marketing agent as described above including, without limitation, (1) any travel travel, meals, lodging, postage, and documentation expenses, and up to $75,000 incurred by the Agent on legal fees and expenses; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the Company’s officers and employeesFirst Federal Parties. These expenses assume no unusual circumstances or delays, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses no resolicitation in connection with the registration Offering. The First Federal Parties acknowledge that such expense cap may be increased by $25,000 by mutual consent, including in the event of a material delay of the Offered Securities under Offering which would require an update of the Exchange Act, (F) expenses incurred financial information in distributing preliminary prospectuses and tabular form to reflect a period later than that set forth in the Final Prospectus (including any amendments and supplements thereto) to original filing of the Underwriters, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the offering document. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of the Company’s accountants this Section 4 shall be due and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance payable upon receipt by the Company First Federal Parties of its obligations hereundera written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. The Company will pay If the Offering is consummated, the Agents shall bear all of their out-of-pocket expenses incident incurred in connection with the Offering, including fees and disbursements of their legal counsel. If the Offering is not consummated, the Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to reimburse the Agents for their reasonable out-of-pocket expenses incurred in connection with the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any legal fees and expenses, data processing fees and expenses, postage, document production, advertising, syndication and travel expenses, up to a maximum of $150,000; provided, however, that the Agents shall document such expenses to the reasonable satisfaction of the Company’s officers . All fees and employees, expenses to which the Agents are entitled to reimbursement under this paragraph of this Section 4 shall be due and (2) any other expenses payable in cash upon termination of the Company Agents’ engagement or termination of the Offering, as the case may be. The Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay all expenses incident to the performance of their obligations under this Agreement, including 50% of without limitation, (i) the cost of the chartering of airplanesobtaining all securities and bank regulatory approvals, including any required FINRA filing fees, (Dii) the cost of printing and distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and expenses of Blue Sky counsel) of the Securities in the various states, (iv) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses incurred in connection with the registration listing of the Offered Securities under and the Exchange ActShares on the Nasdaq Global Select Market, (Fv) expenses incurred in distributing preliminary prospectuses and the Final 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) the all fees and expenses disbursements of the Company’s counsel, accountants and other advisors, and (vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, etc.). In the event the Agents incur any such fees and expenses on behalf of counsel (including local and special counsel) the Company, the Mid-Tier Company, the MHC or the Bank, the Bank will reimburse the Agents for the Company and (I) all other costs such fees and expenses incident whether or not the Conversion is consummated; provided, however, that the Agent shall not incur any substantial expenses on behalf of the Company, the Mid-Tier Company, the MHC or the Bank pursuant to this Section 4 without the performance by prior approval of the Company of its obligations hereunderBank.

Payment of Expenses. The Company will pay agrees that, whether or not the Offering is consummated, it undertakes to, promptly upon the written request of the Underwriter, reimburse the Underwriter for all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees reasonable costs and other expenses (including fees which can be billed from time-to-time) and disbursements of counsel to any applicable taxes incurred by the Underwriters) incurred Underwriter in connection with qualification of the Offered Securities for sale under Offering, including, without limitation: (i) the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretofees, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees disbursements and expenses of counsel for the Underwriters relating to such review), Underwriter’s local and international counsels as mutually agreed upon by the Company and the Underwriter; (Cii) costs fees and expenses relating to investor presentations the settlement of the Securities through Pershing and the listing of the Securities on the relevant stock exchange; (iii) the costs of printing and distribution to or on behalf of the underwriters of any “road show” preliminary and final offering memoranda, prospectuses or other disclosure documents in connection with the offering and sale of the Offered Securities including, without limitation, Offering; (1iv) any out-of-pocket travel expenses of the CompanyUnderwriter, including due diligence and the Underwriter’s officers and employees, roadshow expenses; and (2v) any other expenses of the Company all customary roadshow expenses, including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any internet based roadshow; provided that all such expenses incurred in distributing preliminary prospectuses the aggregate by the Underwriter on its own behalf in connection therewith shall be mutually agreed upon by the Company and the Final Prospectus (including any amendments and supplements thereto) to Underwriter. The Company shall be solely responsible for the Underwritersfees, (G) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees disbursements and expenses of Company’s local and international counsels. Notwithstanding anything in this section to the contrary, any expenses in excess of the amount set forth herein, shall nonetheless be borne by the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance , if such expense is approved in writing by the Company prior to the incurrence of its obligations hereunderany such expense.

Payment of Expenses. The Company and the Selling Stockholders agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (Securities, including filing fees and the fees and expenses of counsel for the Underwriters relating to such reviewreview (provided that the amount payable by the Company pursuant to subsection (ii) shall not exceed $40,000), (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities Securities, including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, provided, however, that the Company including will be responsible for only 50% of the cost of any aircraft chartered in connection with the chartering of airplanesroad show, with the other 50% to be paid by the Underwriters, (Div) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Stock Market LLC and any other national and foreign exchanges, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (Hit is understood that, except as provided in the Section 5(h), Section 5(m) and Section 10 hereof, the Underwriters shall pay all of their own costs and expenses, including fees and disbursements of their counsel, and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any road show. It is further understood that, except as provided in this Section 5(h), the Selling Stockholders will pay all of their own costs and expenses, including any transfer or other taxes payable on the sale of their Common Stock and the legal expenses of the Selling Stockholders, except that the Company shall pay all fees, disbursements and expenses of one special counsel to the Company’s accountants Selling Stockholders in connection with the negotiation of this Agreement and the fees and expenses delivery of the opinion required by Section 7(e) hereof, which counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.shall be Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) thereto costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) National Association of Securities Dealers, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the American Stock Exchange, NASDAQ Global Stock Market and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Each Selling Stockholder agrees with the several Underwriters that such Selling Stockholder will pay any transfer taxes on the sale by such Selling Stockholder of his, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident her or its Offered Securities to the performance by the Company of its obligations hereunderUnderwriters.

Payment of Expenses. The Company will Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay all expenses incident to the performance of its their obligations under this Agreement, including but not limited to (Ai) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees fees, (ii) the cost of printing and other expenses distributing the Offering materials, (iii) the costs of Blue Sky qualification (including fees and disbursements expenses of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”Blue Sky counsel) of the Offered Securities (including filing fees and in the fees and expenses of counsel for the Underwriters relating to such review)various states, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (Div) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses incurred in connection with the registration listing of the Offered Securities under and the Exchange ActShares on the Nasdaq Global Select Market, (Fv) expenses incurred in distributing preliminary prospectuses and the Final 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) the all fees and expenses disbursements of the Company’s counsel, accountants and other advisors, and (vi) the establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, temporary employees, etc.). In the event the Agent incurs any such fees and expenses on behalf of counsel (including local the Company, the Mid-Tier Company, the MHC or the Bank, the Bank will reimburse the Agent for such fees and special counsel) for expenses whether or not the Company Conversion is consummated. The Company, the Mid-Tier Company, the MHC and (I) all other costs the Bank jointly and severally agree to pay certain expenses incident to the performance of the Agent’s obligations under this Agreement, regardless of whether the Conversion is consummated, including (i) the filing fees paid or incurred by the Agent in connection with all filings with FINRA, and (ii) all reasonable legal fees and expenses up to $250,000 incurred by the Agent in connection with its services as marketing agent as described above and reasonable out-of-pocket expenses up to $30,000 as records management agent; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the MHC, the Mid-Tier Company, the Company and the Bank. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of its obligations hereunderthis Section 4 shall be due and payable upon receipt by the Company, the Mid-Tier Company, the MHC or the Bank of a written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such review, which fees and expenses shall not exceed $35,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of Company; provided that the cost of any aircraft chartered in connection with any Testing-the-Waters meetings or the chartering of airplanes“road show” shall be shared equally between the Company and the Underwriters, (D) the fees and expenses incident to listing the Offered Securities on the NYSEThe Nasdaq Stock Market LLC, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. For the avoidance of doubt, (Hand except as provided in this Section 5(i) and Sections 8 and 10 hereof, the Underwriters shall pay all of their own costs and expenses, including the fees of their counsel and the Testing-the-Waters meeting or the “road show” expenses incurred by them, including but not limited to travel, lodging and other expenses of the Company’s accountants and the fees and expenses Underwriters or any of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance their employees incurred by the Company of its obligations hereunderthem in connection with any Testing-the-Waters meeting or “road show”.

Payment of Expenses. a. The Company Fund will pay all expenses incident to the performance of its obligations under this AgreementDealer Manager Agreement and in connection with the Offer, including including, but not limited to, expenses relating to (Ai) any the printing and filing fees of the Registration Statement as originally filed and other expenses of each amendment thereto, (including ii) the preparation, issuance and delivery of the certificates for the Shares and subscription certificates relating to the Rights, (iii) the fees and disbursements of the Fund's counsel (including the fees and disbursements of local counsel) and accountants, (iv) the printing or other production and delivery to the UnderwritersDealer 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 the NASD, including the fees and disbursements of the Dealer Manager's counsel with respect thereto, (vi) the fees and expenses incurred in connection with the listing of the Shares on the NYSE, (vii) the printing or other production, mailing and delivery expenses incurred in connection with Offering Materials, including all reasonable out-of-pocket fees and expenses, if any, incurred by the Dealer Manager, Selling Group Members, Soliciting Dealers and other brokers, dealers and financial institutions in connection with their customary mailing and handling of materials related to the Offer to their customers, (viii) the fees and expenses incurred with respect to the Rights Agent and (ix) all other fees and expenses (excluding the announcement, if any, of the Offer in The Wall Street Journal) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or relating thereto, (B) costs and expenses related to the review by Offer. The Fund agrees to pay the Financial Industry Regulatory Authority (“FINRA”) of foregoing expenses whether or not the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities transactions contemplated under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderthis Dealer Manager Agreement are consummated.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters; provided, however, that all such fees and disbursements shall not exceed $10,000) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives Underwriters designate in accordance with the provisions of Section 5(e) and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such reviewreview (such counsel fees not to exceed $30,000)), all 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 Offered Securities (C) other than as shall have been specifically approved by the Underwriters to be paid for by the Underwriters), costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including the chartering of airplanes (provided, however, that the Underwriters and the Company agree that the Underwriters shall pay or cause to be paid fifty percent (50% %) of the cost of the chartering of airplanesairplanes chartered in connection with any road show), (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange and any other applicable national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as otherwise provided by this Agreement, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other Underwriters shall pay their own costs and expenses incident to in connection with the performance by the Company transactions contemplated hereby, including without limitation fees and expense of its obligations hereundertheir counsel.

Payment of Expenses. The Company and the Selling Stockholder agree with the several Underwriters that the Company and the Selling Stockholder will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholder, as the case may be, under this Agreement, including but not limited to (A) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including (provided that the Company shall only pay 50% of the cost costs and expenses related to aircraft chartered by the Underwriters for the purposes of the chartering of airplanesany road show), (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, any transfer taxes on the sale by the Selling Stockholder of the Offered Securities to the Underwriters (Falong with any transfer taxes on the sale by the Underwriters to investors) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as noted in this Agreement, the fees and expenses Underwriters will pay all of the Company’s accountants fees, costs, expenses and disbursements of their counsel in connection with the issuance and sale of the Offered Securities. The Company and the fees Selling Stockholder shall allocate their expenses in accordance with the Registration Rights Agreement dated as of February 9, 2010 by and expenses of counsel (including local among the Company, the Selling Stockholder, Harbinger Capital Partners Special Situations Fund, L.P., Global Opportunities Breakaway Ltd., Avenue International Master, L.P., Avenue Investments, L.P., Avenue Special Situations Fund IV, L.P., Avenue Special Situations Fund V, L.P., and special counsel) for Avenue-CDP Global Opportunities Fund, L.P. or as the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderSelling Stockholder shall otherwise mutually agree.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to (Ai) any documented filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred 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 Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including documented filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, provided, however, that the Underwriters relating to such review)agree that the maximum amount reimbursable for expenses advanced by the Underwriters shall be $30,000, (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of provided, however, that the Company including Underwriters will pay for 50% of the cost costs and expenses of any chartered flight, except for flights on which there is no representative of the chartering of airplanesRepresentative, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) any transfer taxes on the sale by the Company of the Offered Securities to the Underwriters, (vii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (viii) all other fees, (H) costs and expenses referred to in Item 14 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own expenses, including the fees and expenses disbursement of their counsel. Nothing in this Agreement shall modify the obligations of the Company’s accountants and the fees and Company with respect to payment of expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident pursuant to the performance by the Company of its obligations hereunderRegistration Rights Agreements.

Payment of Expenses. (a) The Company will Obligors agree to pay all costs and expenses incident to the performance of its their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 7 or Section 8(b) hereof, including but not limited all costs and expenses incident to (Ai) any filing fees the cost of production and other expenses (including fees and disbursements printing of counsel documents with respect to the Underwriterstransactions contemplated hereby, including any costs of printing the Preliminary Offering Memorandum, the Time of Sale Memorandum and any Offering Memorandum and any amendment or supplement thereto, and any “Blue Sky” memoranda, (ii) incurred all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iii) the fees, disbursements and expenses of the Obligors’ counsel and accountants in connection with qualification the issuance and sale of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretoSecurities, (Biv) all costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) transfer and delivery of the Offered Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (v) the qualification of the Securities under state securities and “Blue Sky” laws, including filing fees and fees and disbursements of counsel for the Initial Purchasers relating thereto, (vi) any fees charged by rating agencies for the rating of the Securities, (vii) all fees and expenses (including reasonable fees and expenses of counsel counsel) of the Obligors in connection with approval of the Securities by the DTC for the Underwriters relating to such review)“book-entry” transfer, (Cviii) the costs and charges of the Trustee including fees and expenses of Trustee’s counsel, (ix) the costs and expenses relating to investor of the Obligors in connection with presentations or any “road show” meetings undertaken in connection with the offering and sale of the Offered Securities Securities, including, without limitation, expenses associated with the production of road show slides and graphics and the production and hosting of any electronic road show, (1x) any travel the document production charges and expenses of the Company’s officers and employees, associated with printing this Agreement and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (Ixi) all other costs and expenses incident to the performance by of the Company obligations of its obligations hereunderthe Obligors hereunder for which provision is not otherwise made in this Section 9(a). Notwithstanding the foregoing, the Initial Purchasers agree to pay all costs and expenses incident to the Partnership’s initial registration as an extra-provincial limited partnership in Ontario, Canada.

Payment of Expenses. (i) The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and, other than as set forth in Section 5(h)(ii), each Selling Stockholder under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters, which, if the Securities are “covered securities” for purposes of Section 18 of the Act upon completion of the sale of the Firm Securities, shall not exceed $5,000) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such reviewreview not to exceed $30,000), (Cii) the fees, disbursements and expenses of the Company’s counsel and counsel to the Selling Stockholders, (iii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company, provided that the costs reasonably incurred by the Company including 50% of and the cost of Underwriters to charter any aircraft in connection with the chartering of airplanes“road show” shall be shared equally between the Company and the Underwriters, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market and other national and foreign exchanges, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company Transaction Entities will pay all expenses incident to the performance of its obligations under this Agreement, Agreement and all the costs and expenses in connection with the offering of the Offered Shares including but not limited to (A) any filing fees and other expenses (including fees and disbursements expenses of counsel to the UnderwritersUnderwriters set forth in section (C) below) incurred in connection with qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda blue sky surveys or legal investment surveys relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities Shares (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses of legal counsel for the Underwriters incurred in connection with this Agreement and the offering of the Offered Shares, (D) costs and expenses of the Company relating to investor presentations or and any “road show” show in connection with the offering and sale of the Offered Securities Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% Company, (E) all actually and reasonably incurred costs and expenses of the cost Underwriters relating to the investor presentations and any roadshow in connection with the offering and sale of the chartering of airplanesOffered Shares, (DF) the fees and expenses incident to listing the Offered Securities Shares on the NYSENYSE MKT, (EG) the fees and expenses in connection with the registration of the Offered Securities Shares under the Exchange Act, (FH) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (GI) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, and (HJ) stamp duties, similar taxes or duties or other similar fees or charges, if any, incurred by the fees Underwriters in connection with the offering and expenses sale of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance Offered Shares. The foregoing payment by the Company of its obligations hereunderto the Underwriters in this paragraph (ix) is limited to up to $150,000 in the aggregate.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters not to exceed $20,000 relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities Offering including, without limitation, (1) any travel expenses of the Company’s officers and employees; provided, however, that the Underwriters shall be responsible for 50% of the costs of any private aircraft chartered by or on behalf of the Company in connection with such presentations, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. In addition to the foregoing, (H) the Company will also pay the fees and expenses of the Company’s accountants QIU. It is understood, however, that except as provided herein, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any road show expenses of counsel incurred by them (including local and special counsel) for the Company and (I) all other than costs and expenses incident to the performance incurred by the Company Underwriters on behalf of its obligations hereunderthe Company).

Payment of Expenses. The Company Company, New TMM Holdings and TMM Holdings agree with the several Underwriters that the Company, New TMM Holdings and TMM Holdings will pay all expenses incident to the performance of its the obligations of the Company, as the case may be, under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such reviewreview up to an amount not to exceed $15,000 in the aggregate), (Ciii) fees and expenses incident to listing the Offered Securities on The New York Stock Exchange and other national and foreign exchanges, (iv) costs and expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities Securities, including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% one-half of the cost of any airplane chartered in connection with the chartering of airplanes“road show”, (Dv) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (Gvi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (Hvii) the fees all fees, expenses and expenses disbursements of any counsel to the Company’s accountants , New TMM Holdings and TMM Holdings for services performed in connection with the fees offering. It is understood that, except as provided in this Section and expenses Sections 8 and 10 below, the Underwriters will pay all of counsel (including local and special counsel) for the Company and (I) all other their own costs and expenses incident to incurred in connection with the performance by offering and the Company other transactions contemplated hereby, including fees and disbursements of its obligations hereundertheir own counsel.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) National Association of Securities Dealers, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), fees, disbursements and expenses of the Company’s counsel and one counsel to the Selling Stockholders (C) which shall be [•]), costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSEThe New York Stock Exchange, (E) the The American Stock Exchange, The NASDAQ Global Market and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company, under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable and documented fees and disbursements of counsel local and international counsels to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda or other documents relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such reviewreview not to exceed US$50,000), (Cii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any reasonable and documented travel expenses of the Underwriters and the Company’s officers and employees, and (2) any other expenses of the Company employees including 50% of the cost of the chartering of airplanes, (Diii) the fees and expenses incident to listing the Offered Securities on the NYSE, (Eiv) fees and expenses of all local and international counsels to the Company, (v) fees and expenses of the Company’s independent public accountants, (vi) fees and expenses of local and international counsels to the Underwriters, (vii) other out-of-pocket expenses of the Underwriters, (viii) fees and expenses in connection with the registration of the Offered Securities under the Securities Act and the Exchange Act, (Fix) any payments to the Lima Stock Exchange, the Peruvian Securities Commission (Superintendencia del Xxxxxxx de Valores) and Cavali relating to the sale of the Secondary Firm Securities through the facilities of the Lima Stock Exchange, and (x) expenses incurred in printing and distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters; provided, however, that all such fees and disbursements shall not exceed $10,000) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives Underwriters designate in accordance with the provisions of Section 5(e) and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such reviewreview (such counsel fees not to exceed $35,000)), all 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 Offered Securities (C) other than as shall have been specifically approved by the Underwriters to be paid for by the Underwriters), costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including the chartering of airplanes (provided, however, that the Underwriters and the Company agree that the Underwriters shall pay or cause to be paid fifty percent (50% %) of the cost of the chartering of airplanesairplanes chartered in connection with any road show), (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange and any other applicable national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as otherwise provided by this Agreement, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other Underwriters shall pay their own costs and expenses incident to in connection with the performance by the Company transactions contemplated hereby, including without limitation fees and expense of its obligations hereundertheir counsel.

Payment of Expenses. The Company will agrees to pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (Ciii) costs and expenses incurred by the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market and other national and foreign exchanges, (Ev) fees, disbursements and expenses of Company’s counsel and counsel to the Trustee, (vi) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (Fvii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident in each case, with respect to the performance by the Company of its obligations hereunderOffered Securities.

Payment of Expenses. The Company Partnership will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Units for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities Units (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities includingUnits, without limitation, including (1) any travel expenses of provided that the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of costs associated with the chartering of airplanesan aircraft used by the Partnership and the Underwriters to attend meetings with prospective purchasers of the Common Units will be divided equally between the Partnership on the one hand and the Underwriters on the other hand, (D) and each of the Partnership and the Underwriters will pay for their own costs in connection with meetings with prospective purchasers), fees and expenses incident to listing the Offered Securities Units on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities Units under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as set forth in this Section 5(h), the Underwriters will pay all of their own costs and expenses, including the fees of their counsel. The Partnership agrees to pay to Credit Suisse Securities (USA) LLC and expenses Citigroup Global Markets Inc. an aggregate structuring fee in an amount equal to % of the Company’s accountants gross proceeds from the sale of the Units for providing advice regarding the capital structure of the Partnership, the terms of the offering of the Common Units, the terms of the A&R Partnership Agreement and the fees terms of certain other agreements between the Partnership and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderaffiliates.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters) incurred by the Company or the Underwriters in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such review), (Ciii) costs and expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, provided that the Underwriters will pay 50% of the costs and expenses of any chartered airplanes, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENYSE MKT LLC, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as provided in this Agreement, (H) the Underwriters shall pay their own expenses, including the fees and expenses disbursements of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating theretothereto (such fees, expenses and disbursements not to exceed an aggregate of $5,000), (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) (such costs, expenses and fees not to exceed an aggregate of $35,000), (Ciii) costs and expenses of the registrar and transfer agent of the Securities, (iv) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company Company, including 50% of the cost of the chartering of airplanesany airplanes (with the remaining 50% of such airplanes to be paid by the Underwriters), (Dv) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, Nasdaq Stock Market and other national and foreign exchanges, (Evi) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvii) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters, (viii) expenses incurred in distributing preliminary prospectuses and prospectuses, the Final Prospectus and the Canadian Private Placement Memorandum (including any amendments and supplements thereto) to the Underwriters, (Gix) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, investors and (Hx) the all fees and expenses of the Company’s accountants and the fees and expenses disbursements of counsel (including local Canadian counsel and special any other non-U.S. counsel) for to the Company in connection with the Directed Share Program and (I) 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 provided in this Section 5(i), Section 8 titled “Indemnity and Contribution”, and the second sentence of Section 11 below, the Underwriters will pay all other of their costs and expenses, including fees and disbursements of their counsel, share transfer taxes payable on resale of any of the Offered Securities by them and any advertising expenses incident to the performance by the Company of its obligations hereunderconnected with any offers they may make.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and such Selling Stockholder, as the case may be, under this Agreement, including but not limited (i) to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) National Association of Securities Dealers, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (Ciii) costs and expenses relating to investor presentations or any “"road show” " in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s 's officers and employees, employees and (2) any other expenses of the Company including the chartering of airplanes (provided, however, that the Company shall pay 50% of the cost costs and expenses of any aircraft chartered in connection with the road show, and the several Underwriters shall pay 50% of the chartering costs and expenses of airplanessuch chartered aircraft), (Div) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Global Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, Underwriters and (Gvii) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) and that each Selling Stockholder shall pay any transfer taxes on the fees and expenses sale by such Selling Stockholder of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident Offered Securities to the performance by the Company of its obligations hereunder.Underwriters..

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company and such Selling Stockholder will pay all expenses incident to the performance of its the obligations of the Company and such Selling Stockholder, as the case may be, under this Agreement, including but not limited to (Aa) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bb) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations presentations, any Testing-the-Waters Communication, or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of any aircraft chartered in connection with the chartering road show, it being understood that the Underwriters will pay 50% of airplanesthe cost of any such chartered aircraft, (Dprovided that the amount payable by the Company pursuant to subsections (i)(a) and (i)(b) relating to fees and expenses of counsel for the Underwriters shall not exceed $50,000), (c) fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market, (Ed) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (Fe) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that, except as provided in this Section 5(i), the fees Underwriters will pay all of their own costs and expenses, including all travel, lodging and other expenses of the Company’s accountants Underwriters or any of their employees incurred by them in connection with any road show. It is further understood that, except as provided in this Section 5(i), the Selling Stockholders will pay all of their own costs and expenses, including any transfer or other taxes payable on the sale of their Common Stock and the fees and legal expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderSelling Stockholders.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to to, (Ai) any filing fees and other expenses (including reasonable attorneys’ fees and disbursements of counsel to expenses incurred by the Underwriters) incurred 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 Offered Securities for offer and sale under the state securities or Blue Sky laws of such jurisdictions as the Representatives designate Representative reasonably designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating up to such review)$25,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) fees and expenses incident to listing the Offered Securities on the NYSE American, (iv) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (v) expenses incurred in distributing preliminary prospectuses, the Prospectus (including any amendments and supplements thereto) and the Registration Statement (and exhibits thereto) to the Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, and (vi) all other fees, costs and expenses incurred by the Company in connection with the offering. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for costs and expenses of the Company and its officers and employees and any other expenses of the Company and its officers and employees relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company and its officers and employees, including 50% of the cost of the chartering of airplanesairplanes or other transportation. It is understood, (Dhowever, that except as provided in this Section 5(h) and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any road show expenses incurred by them (other than costs and expenses incident to listing incurred by the Offered Securities Underwriters on the NYSE, (E) the fees and expenses in connection with the registration behalf of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs its officers and expenses incident to the performance by the Company of its obligations hereunderemployees).

Payment of Expenses. The Company and each Selling Shareholder agree with the Underwriter that the Selling Shareholders will jointly and severally pay all expenses incident to the performance of its the obligations of the Company and the Selling Shareholders under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as Credit Suisse designates (including fees and disbursements of counsel to the Representatives designate Underwriter) and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters Underwriter relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the American Stock Exchange, NASDAQ Stock Market and other national and foreign exchanges, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Shareholders of the Offered Securities to the Underwriter and expenses incurred in preparing, printing and distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriter and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors; provided however, the Selling Shareholders shall not pay, and the Company shall pay and shall not seek payment or reimbursement from the Selling Shareholders for, fees and expenses (H) the including fees and expenses of Company counsel and other advisors) relating to work previously done or materials previously prepared and/or used other than in connection with the transactions contemplated by this Agreement (whether such work or materials was done, prepared or used in connection with the Company’s accountants recent refinancing transactions or otherwise) which work or materials are also used in connection herewith. The Selling Shareholders will jointly and severally pay the fees and expenses of counsel (including local printing and special counsel) for the Company and (I) all other costs and expenses incident distributing to the performance by the Company of its obligations hereunderUnderwriter all documents required to be furnished under Section 5(a)(v) or 5(a)(iii) hereof.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters, the Forward Purchaser and the Forward Seller) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) any fees charged by investment rating agencies for the rating of the Offered Securities, fees and expenses of the Company’s independent public or certified public accountants and other advisors, costs and expenses related to the any review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters Underwriters, the Forward Purchaser and the Forward Seller relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENasdaq and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) the Forward Purchaser and the Forward Seller and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters, such fees and expenses of counsel, together with the fees and expenses of counsel to the Underwriters relating to the review by FINRA of the Offered Securities, not to exceed $30,000) incurred in connection with qualification of the Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives designate and and, to the extent applicable, the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review, such fees and expenses of counsel, together with the fees and expenses of counsel to the Underwriters relating to the qualification of the Offered Securities for sale and determination of their eligibility for investment, not to exceed $30,000), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company Company, including 50% of the cost of costs and expenses related to the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, (H) the fees and expenses each of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other several Underwriters will pay its own costs and expenses incident relating to any such investor presentations or “road show” and the several Underwriters will pay 50% of the costs and expenses related to the performance by the Company chartering of its obligations hereunderairplanes in connection with any such investor presentations or “road show.”

Payment of Expenses. The Company and TMM Holdings agree with the several Underwriters that the Company and TMM Holdings will pay all expenses incident to the performance of its the obligations of the Company, as the case may be, under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives Representative designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority FINRA (“FINRA”if any) of the Offered Securities (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such reviewreview up to an amount not to exceed$15,000 in the aggregate), (Ciii) fees and expenses incident to listing the Offered Securities on The New York Stock Exchange and other national and foreign exchanges, (iv) costs and expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities Securities, including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% one-half of the cost of any airplane chartered in connection with the chartering of airplanes“road show”, (Dv) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (Gvi) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all fees, (H) the fees expenses and expenses disbursements of the Company’s accountants and the fees and expenses of any counsel (including local and special counsel) for to the Company and (I) TMM Holdings for services performed in connection with the offering. It is understood that, except as provided in this Section 5 and Sections 8 and 10 below, the Underwriters will pay all other of their own costs and expenses incident to incurred in connection with the performance by offering and the Company other transactions contemplated hereby, including fees and disbursements of its obligations hereundertheir own counsel.

Payment of Expenses. The Except as otherwise provided in Section 10, the Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, and (B) costs and expenses related to the review by the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) (with such fees, costs and expenses described in (A) and (B) not to exceed $50,000 in the aggregate), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including the cost of transportation in connection with the road show; provided, that 50% of the cost of any aircraft chartered in connection with the chartering road show shall be the responsibility of airplanesthe Underwriters (it being understood that 50% shall be the responsibility of the Company), (D) the fees and expenses incident to listing the Offered Securities on the NYSEThe Nasdaq Stock Market LLC and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes payable in connection with the delivery of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters. Except as provided in this Section 5(i) and in Section 10, (G) expenses incurred for preparingthe Underwriters shall pay their own costs and expenses, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) including the fees costs and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the UnderwritersUnderwriter) incurred in connection with qualification of the Offered Securities for sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate Underwriter designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) Company costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanesCompany, (Diii) the fees and expenses incident to listing the Offered Securities on the NYSEThe NASDAQ Capital Market, (Eiv) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fv) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the UnderwritersUnderwriter, (Gvi) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriter) incurred in connection with any required review by FINRA of the terms of the sale of the Securities; (vii) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, ; (Hviii) the costs and expenses of the Company and the Underwriter in connection with the marketing of the offering and the sale of the Securities to prospective investors including, but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged with the written consent of the Company in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft or other transportation chartered in connection with the road show; and (ix) the reasonable fees and disbursements of counsel for the Underwriters (in addition to clauses (i) and (vi) above). Notwithstanding the foregoing, in no event shall the Company be obligated to reimburse the Underwriter pursuant to this Section 4(h) in an amount in excess of $80,000 in the aggregate without the Company’s accountants and prior written consent. Notwithstanding anything to the fees and expenses of counsel (including local and special counsel) for contrary contained in this Agreement, in the event this Agreement is terminated, the Company and (I) all other costs and shall only be obligated to reimburse the Underwriter for its out-of-pocket expenses incident to actually incurred in connection with the performance by the Company of its obligations hereunderOffering.

Payment of Expenses. The Company Transaction Entities will pay all expenses incident to the performance of its their obligations under this Agreement, Agreement and all the costs and expenses in connection with the offering of the Offered Shares including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda blue sky surveys or legal investment surveys relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities Shares (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses of the Company relating to investor presentations or and any “road show” show in connection with the offering and sale of the Offered Securities Shares including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company Company, including 50% all actually and reasonably incurred costs and expenses of the cost Underwriters advanced on behalf of the chartering Company relating to the investor presentations and any roadshow in connection with the offering and sale of airplanesthe Offered Shares, (D) the fees and expenses incident to listing the Offered Shares and the Underlying Securities on the NYSENasdaq, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (GF) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (G) 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 (H) up to a maximum of $175,000 for out-of-pocket expenses incurred by the fees Underwriters from time to time in connection with the provision of the Underwriters’ services hereunder, including but not limited to costs and expenses of legal counsel for the Company’s accountants Underwriters incurred in connection with this Agreement and the offering of the Offered Shares; 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 of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance expenses, whether collected or enforced by the Company of its obligations hereundersuit or otherwise.

Payment of Expenses. The Company and each Selling Stockholder will pay all expenses incident to the performance of its the obligations of the Company and such Selling Stockholder, as the case may be, under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) , if any, of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Stock Market, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters (Fto the extent the Underwriters did not receive a refund or rebate with respect to such transfer taxes) and expenses incurred in printing and distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (H) however, that except as provided in this Section 5 and Sections 8 and 10, the Underwriters will pay all of their own respective costs and expenses, including, without limitation, fees and disbursements of their counsel and 50% of the cost of the chartering of airplanes. For the avoidance of doubt and subject to the following paragraph, the Company will not pay the expenses of the Company’s accountants Selling Stockholders related to the offering and sale of the fees and expenses of counsel (including local and special counsel) for Offered Securities. Notwithstanding the foregoing, as between the Company and (I) all other costs and expenses incident to each of the performance by Selling Stockholders, the provisions of this section shall not affect any agreement that the Company and such Selling Stockholder may have or make regarding the allocation of its obligations hereunderexpenses between the Company and such Selling Stockholder.

Payment of Expenses. The Each of the Company and the Selling Stockholder agrees with the several Underwriters that the Company and the Selling Stockholder will pay all expenses incident to the performance by each of its obligations the Company and the Selling Stockholder of their respective obligations, as the case may be, under this Agreement, in proportion to the aggregate amount of Securities sold by each of them under this Agreement, including but not limited to (A) any filing fees (including filing fees relating to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities) and other expenses (including fees and disbursements of counsel to the Underwriters) Underwriters incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such reviewthe review by FINRA of the Offered Securities up to U.S.$20,000 in the aggregate), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENYSE and the Class B Shares on the XXXX and the Xxxxxxx Abierto Electrónico S.A. (“MAE”) and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholder of the Offered Securities to the Underwriters, any expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants investors and the fees and expenses disbursements of U.S. and Argentine counsel (including local and special counsel) for to the Underwriters; provided that, if the Underwriters fully exercise the right to purchase the Optional Securities, the Underwriters shall reimburse the Company and (I) all other costs and for a portion of their expenses incident in an amount equal to $220,000; provided further that, if the Underwriters partially exercise the right to purchase the Optional Securities, the amount to be reimbursed by the Underwriters shall be reduced such that it bears the same proportion that the number of the Optional Securities which are purchased bear to the performance by the Company total number of its obligations hereunderOptional Securities.

Payment of Expenses. The Company Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid all fees and expenses incident to the performance of its obligations under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the UnderwritersWedbush) incurred in connection with qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representatives Wedbush may designate and the preparation and printing of memoranda relating thereto, (Bii) any costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities terms of the sale of the Shares (including filing fees and the reasonable fees and expenses disbursements of counsel for the Underwriters Wedbush relating to such review)) not to exceed $10,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1iii) any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% in connection with attending or hosting meetings with prospective purchasers of the cost of the chartering of airplanesShares, (Div) the fees and expenses incident to listing the Offered Securities Shares on the NYSENASDAQ Capital Market and other national and foreign exchanges, (Ev) the fees and expenses in connection with the registration of the Offered Securities Shares under the Exchange Act, (Fvi) fees and expenses incurred in distributing preliminary prospectuses and the Final General Disclosure Package, the Prospectus (including any amendments and supplements thereto) to the Underwriters), (G) any Interim Prospectus Supplement or any Permitted Free Writing Prospectuses and for expenses incurred for preparing, printing and distributing the General Disclosure Package, the Prospectus (including any Issuer amendments and supplements thereto), any Interim Prospectus Supplement or any Permitted Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company investors and (Ivii) all other costs and expenses incurred by the Company incident to the performance by of the obligations of the Company hereunder for which provision is not otherwise made in this Section. In addition, the Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, shall upon demand from time to time reimburse reasonable fees and disbursement of its obligations hereundercounsel to Wedbush incurred by Wedbush in connection with the transactions and other matters contemplated hereunder up to a maximum of $125,000.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company under this Agreement, including but not limited to (Ai) any filing fees and other expenses (including reasonable attorney’s fees and disbursements of counsel to expenses incurred by the Underwriters) incurred 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 Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees incident to, and the reasonable fees and expenses of counsel for the Underwriters relating Underwriters, in an amount not to such review)exceed $20,000, in connection with the FINRA’s review and approval of the Underwriters’ participation in the offering and distribution of the Offered Securities, (Ciii) costs and expenses of the Company’s officers and employees and any other expenses of the Company relating to investor presentations or 14 any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2iv) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENASDAQ Global Select Market, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investorsinvestors and (vii) all other fees, (H) costs and expenses referred to in Item 13 of Part II of the Registration Statement. Except as provided in this Agreement, the Underwriters shall pay their own costs and expenses, including the fees and expenses disbursement of the Company’s accountants and the fees and expenses of counsel (including local and special their counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Payment of Expenses. The Company and each Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and such Selling Stockholder, as the case may be, under this Agreement, including but not limited to (A) any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives reasonably designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) FINRA of the Offered Securities (including (A) filing fees and (B) the reasonable fees and expenses up to $25,000 of counsel for the Underwriters relating to such review), (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) including any travel expenses of the Company’s officers and employees, employees and (2) any other expenses of the Company including 50% one-half of the cost expenses of the chartering of airplanesairplanes in connection with any road show, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholders of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final 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) the fees and costs and expenses of related to the Company’s accountants and the Directed Share Program (including reasonable fees and expenses of counsel (including local and special counsel) for the Underwriters relating to the Directed Share Program). The Underwriters shall be responsible for the remaining one-half of any aircraft chartered in connection with any road show and for the remaining fees and expenses of their counsel. The Company and (I) Selling Stockholders will pay all other of their own costs and expenses incident expenses, including any transfer or other taxes payable on the sale of their Offered Securities, except as provided in any separate agreement with the Company relating to the performance by the Company allocation of its obligations hereunderpayment of expenses among such parties.

Payment of Expenses. The Company and the Selling Stockholder agree with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholder, as the case may be, under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs thereto and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) Authority, Inc. of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), (C) for any travel costs and expenses of the Company’s officers and employees and any other expenses of the Company and the Selling Stockholder relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities includingSecurities, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) any transfer taxes on the sale by the Selling Stockholder of the Offered Securities to the Underwriters and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding anything to the contrary contained in this paragraph, (H) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) the Underwriters each agree to pay 50% of the cost relating to a chartered aircraft to be used by the Underwriters and the Company in connection with such investor presentations or any “road show.” It is understood, however, that except as provided in this Section 5 and Sections 8, 9, 10 and 11, the Underwriters will pay all other of their respective costs and expenses incident to the performance by the Company expenses, including, without limitation, fees and disbursements of its obligations hereundertheir counsel.

Payment of Expenses. The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company and the Selling Stockholders under this Agreement, including including, but not limited to to, (Ai) any filing fees and other expenses (including the reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate Representative designates and the preparation and printing of memoranda relating thereto, (Bii) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees relating to such review and the reasonable fees and expenses of counsel for the Underwriters relating to such reviewUnderwriters), (Ciii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers , Credit Suisse and employeesthe other Underwriters associated therewith, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (Div) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange and other national and foreign exchanges, if applicable, (Ev) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, Act and (Fvi) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. It is understood, (Hhowever, that, except as provided in this Section 5(h) and in Sections 9 and 11 hereof, each of the Representative and each of the other Underwriters will pay all of its own costs and expenses, including the fees and expenses of its outside legal counsel. Each Selling Stockholder shall be responsible for and pay any transfer taxes on the Company’s accountants and sale by such Selling Stockholder of the fees and expenses Offered Securities of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident such Selling Stockholder to the performance by the Company of its obligations hereunderUnderwriters.

Payment of Expenses. The Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to pay all expenses incident to the performance of its the obligations of the Company [and the Selling Shareholder] under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities Shares for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, including but not limited to all filing fees in connection with the review and qualification of the offering of the Offered Shares by FINRA, and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Offered Shares by FINRA, and reasonable expenses in connection with the qualification of the ADSs for offering and sale under state securities laws as provided in Section 5(f) hereof, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees fees, disbursements and expenses of counsel for the Underwriters relating to such review)Company’s counsels and accountants [and the Selling Shareholder’s counsels], (C) costs and expenses relating to investor presentations, testing-the-waters presentations or any “road show” in connection with the offering and sale of the Offered Securities Shares including, without limitation, (1) any travel expenses of the Company’s officers and employeesemployees and expenses associated with hosting investor meetings or luncheons; it is understood, however, that the Underwriters shall be responsible for all ground transportation expenses incurred by the Company’s officers and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanesemployees relating to such investor presentations, testing-the-waters presentations or “road show”, (D) the fees and expenses incident to listing the Offered Securities Shares on the NYSENASDAQ and other national and foreign exchanges, (E) the fees and expenses in connection with the registration of the Offered Securities Shares under the Exchange Act, (F) all costs and expenses related to the transfer and delivery of the Offered Shares and the ADSs to the Underwriters, including any transfer or other similar taxes payable thereon, (G) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors; it is understood, however, that all requests made by the Underwriters for printing and distributing any such preliminary prospectuses, Final Prospectus (including any amendments and supplements thereto) and Issuer Free Writing Prospectuses shall be approved by the Company in advance, (H) the fees costs and expenses charges of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company any transfer agent, registrar or depositary, and (I) all other costs and expenses incident to the performance by of the obligations of the Company [and the Selling Shareholder] hereunder for which provision is not otherwise made in this section. It is understood, however, that, except as otherwise provided in this Section and Section 8 hereof, the Underwriters shall be responsible for all of its obligations hereundertheir own costs and expenses, including the fees of their counsel and share transfer taxes payable on resale of any of the ADSs by them.

Payment of Expenses. [The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of its the obligations of the Company, as the case may be, under this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda any prospectus relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) filing with, and clearance of the Offered Securities (offering by, the FINRA, including filing fees and the fees and expenses of counsel for the Underwriters relating to such reviewFINRA matters, [fees, disbursements and expenses of counsels to the Underwriters [(including reimbursing the Underwriters for fees, disbursement and expense already paid to such counsels by the Underwriters)]], (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentation with the prior approval of the Company, any travel expenses of the Representatives, Company’s officers and employeesemployees and any such consultants, and (2) any other expenses of the Company including 50% of the cost of the chartering of airplanes, (D) the fees and expenses incident to listing the Offered Securities on the NYSENew York Stock Exchange, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) Act and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. In addition to the foregoing, (H) the fees and Company will pay the Representatives on behalf of the Underwriters on the First Closing Date the sum of US$[-] as a nonaccountable reimbursement of the Underwriters’ other expenses. Such amount may be deducted from the purchase price for the Offered Securities set forth in Section 3 hereof. In addition to the foregoing, the Company will also pay the out of pocket expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and (I) all other costs and expenses incident to the performance by the Company of its obligations hereunderRepresentatives.]