Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture, the DTC Agreement and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state or foreign securities or blue sky laws laws, and, if requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such jurisdictions as qualifications, registrations and exemptions, (vi) the Representatives may designate filing fees incident to, and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses disbursements of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged Underwriters in connection with, the review, if any, by rating agencies for rating FINRA of the Securities; terms of the sale of the Notes, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (viii) any paying agent fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and expenses (including related reasonable fees and expenses of one counsel to each counsel) of such parties); the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer, (viiix) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and application fees (xi) all other fees, costs and expenses incurred in connection with the approval performance of the Securities its obligations hereunder for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company which provision is not otherwise made in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregatethis Section. It is understood, however, that except Except as provided in this AgreementSection 4 and Sections 6, 8 and 9 hereof, the Underwriters will shall pay all costs and expenses incurred by themtheir own expenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture, the DTC Agreement and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state or foreign securities or blue sky laws laws, and, if requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such jurisdictions as qualifications, registrations and exemptions, (vi) the Representatives may designate filing fees incident to, and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses disbursements of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged Underwriters in connection with, the review, if any, by rating agencies for rating the Securities; FINRA of the terms of the sale of the Notes, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (viii) any paying agent fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and expenses (including related reasonable fees and expenses of one counsel to each counsel) of such parties); the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer, (viiix) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and application fees (xi) all other fees, costs and expenses incurred in connection with the approval performance of the Securities its obligations hereunder for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company which provision is not otherwise made in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregatethis Section. It is understood, however, that except Except as provided in this AgreementSection 4 and Sections 6, 8 and 9 hereof, the Underwriters will shall pay all costs and expenses incurred by themtheir own expenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Notes to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the preparation and printing and filing registration of the Notes under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereofAct; (iiic) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and incident to the preparation, printing and distribution of a Canadian wrapper the Registration Statement, the Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and Blue Sky Memorandum exhibits thereto or any document incorporated by reference therein; (including d) the reasonable and documented fees and expenses of counsel to the Underwriters incurred in each case connection with securing any required review by FINRA and any filings made with FINRA; (e) all costs and expenses incident to listing the related reasonable Notes on the NASDAQ Global Market; (f) the fees and expenses of counsel for the Underwriters; providedUnderwriters incurred in connection with qualifying the Notes under the securities laws of the several jurisdictions as provided in Section 4(e) and of preparing, however, that the Company shall not pay for any such Blue Sky fees printing and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein)distributing wrappers and blue sky memoranda; (vi) any fees charged by rating agencies for rating the Securities; (viig) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel transfer agent, registrar or depository with respect to each of such parties)the Notes; (viiih) all the expenses and application fees incurred in connection with the approval of the Securities Notes for book-entry transfer by DTC DTC; (i) the reasonable fees and any filing with, disbursements of counsel to the Underwriters in an aggregate amount not to exceed $75,000 and clearance (j) all other costs and expenses of the Company incident to the offering of the Notes by, or the Financial Industry Regulatory Authority performance of the obligations of, the Company under this Agreement (“FINRA”) (including including, without limitation, the related reasonable fees and expenses of the Company’s counsel for and the Underwriters); Company’s independent accountants and (ix) all the travel and other reasonable expenses incurred by the Company personnel in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v”), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the its authorization, issuance, sale, preparation sale and delivery of the Securities and any taxes payable in that connection; , (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus new registration statement and the Prospectus (including any amendments or supplements and exhibits thereto) and the distribution thereof; , (iii) the costs incident to the preparation, printing and filing of reproducing any document and distributing each any amendments and exhibits thereto required to be filed by the Company under the Exchange Act, (iv) the costs of furnishing to the Agents copies of the Transaction Documents; Registration Statement filed and each amendment and post-effective amendment thereof (ivincluding exhibits), any preliminary prospectus, Permitted Free Writing Prospectus or Prospectus, any supplement to the Prospectus and any documents incorporated by reference in any of the foregoing documents, (v) the fees and disbursements of the Trustee and its counsel, (vi) the cost of any filings with the Financial Industry Regulatory Authority, Inc., in respect of the Securities, (vii) the fees and disbursements of counsel to the Company, (viii) any fees payable to rating agencies in connection with the rating of the Securities, (ix) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of qualifying the Securities under the state or foreign securities or blue sky laws of such the several jurisdictions as the Representatives may designate provided in this Agreement and the preparation, of preparing and printing and distribution of a Canadian wrapper and Blue Sky Memorandum and a memorandum concerning the legality of the Securities as an investment (including in each case the related reasonable fees and expenses of counsel for the Underwriters; providedAgents in connection therewith), howeverand (x) all other costs and expenses incident to the Company’s performance of its obligations under this Agreement. In addition, that the Company shall not agrees to pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses disbursements of one Sidley Austin LLP, counsel to each of such parties); (viii) all expenses and application fees incurred for the Agents in connection with the approval sale of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company and each Selling Shareholder will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Company and such Selling Shareholder, as the case may be, under this Agreement, including without limitation, but not limited to (i) the costs all such expenses incident to the authorization, issuance, sale, preparation sale and delivery of the Offered Securities (including all printing and any taxes payable in that connection; engraving costs, if any), (ii) all necessary issue, transfer and other stamp taxes in connection with the costs incident sale of the Offered Securities by the Selling Shareholders to the preparation Underwriters or the resale and printing and filing under delivery of such Offered Securities by the Securities Act of Underwriters as contemplated in the Registration Statement, the Preliminary Final Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the all such fees and expenses of the Company’s counsel counsel, independent public or certified public accountants and independent accountants; other advisors, (viv) the fees all such costs and expenses incurred in connection with the registration or qualification preparation, printing, filing, shipping and determination of eligibility for investment distribution of the General Disclosure Package and the Final Prospectus (including financial statements and exhibits, as applicable), and all amendments and supplements thereto and the Offered Securities, (v) all filing fees, such attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state or foreign securities or blue sky laws of such the several states of the United States, the provinces of Canada or other jurisdictions as designated by the Representatives may designate and Underwriters pursuant to Section 5(f) hereof (including, without limitation, the preparationcost of preparing, printing and distribution mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the General Disclosure Package or the Final Prospectus), (vi) any filing fees incident to, and such fees and disbursements of a Canadian wrapper counsel to the Underwriters in connection with the review by FINRA, if any, of the terms of the sale of the Offered Securities, (vii) all such fees and Blue Sky Memorandum expenses (including in each case the related reasonable out-of-pocket fees and expenses of counsel for the Underwriters; provided, however, that counsel) of the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval performance by the Company of the Securities for book-entry transfer by DTC and any filing withits obligations under this Agreement, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”viii) (including the related reasonable fees and expenses of counsel for incident to listing the Underwriters); Offered Securities on the New York Stock Exchange and (ix) all expenses incurred by the Company in connection with any reasonable and documented marketing and “road show” presentation to potential investorsexpenses except 50% of the cost of a chartered aircraft; providedprovided that if the Closing Date never occurs, howeverthe Company shall reimburse the Underwriters for their costs and expenses, that the including fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregatecounsel. It is understood, however, that except Except as provided in this AgreementSection 5(h) and Sections 8 and 9 hereof, the Underwriters will shall pay all costs and expenses incurred by themtheir own expenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel. Notwithstanding the foregoing, stock transfer taxes payable on resale as between the Company and the Selling Shareholders, the provisions of the Securities by them, and this Section 5(h) shall not affect any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood agreement that the Company shall not pay and the Selling Shareholders may have or reimburse any costs, fees or make regarding the allocation of expenses incurred by between the Underwriters’ default on their obligations to purchase the SecuritiesCompany and Selling Shareholders.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Operating Partnership agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the each Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the CompanyOperating Partnership’s counsel and independent accountantsof Ernst & Young LLP; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related and reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viii) all expenses (including reasonable fees and expenses of counsel for the Underwriters) and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters)DTC; and (ix) all expenses incurred by the Company Operating Partnership in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary hereinUnderwriters in connection therewith); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)registrar; (viii) if required all expenses and application fees fees, incurred in connection with the approval of the Securities for book-entry transfer by DTC and review by, any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) FINRA (including the related reasonable filing fees and fees and expenses of counsel for the UnderwritersUnderwriters relating to the clearance of the offering by FINRA); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that (x) all expenses and application fees related to the listing of the Shares on the Exchange; and (xi) all fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in registration of the aggregateShares under the Exchange Act. It is understood, however, that that, except as otherwise provided in this Agreement, the Underwriters will pay all costs fees and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by counsel for the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not The Issuers and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Guarantors will pay or cause to be paid all costs and expenses incident incidental to the performance of its their respective obligations hereunderunder this Agreement and the Indenture, including without limitation, but not limited to (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and its professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Indenture, the Preliminary Offering Circular, any paying agent other documents comprising any part of the General Disclosure Package, the Final Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) the cost of any advertising approved by the Issuers in connection with the issue of the Offered Securities; (iv) any expenses (including related reasonable fees and expenses disbursements of one counsel to each of such parties); (viiithe Purchasers) all expenses and application fees incurred in connection with the approval qualification of the Offered Securities for book-entry transfer sale under the laws of such jurisdictions in the United States and Canada as the Representative designates and the preparation and printing of memoranda relating thereto; (v) any fees charged by DTC investment rating agencies for the rating of the Offered Securities; and (vi) expenses incurred in distributing the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular (including any amendments and supplements thereto) and any filing with, Supplemental Marketing Material to the Purchasers. The Issuers and clearance of the offering by, Guarantors will also pay or reimburse the Financial Industry Regulatory Authority Purchasers (“FINRA”to the extent incurred by them) (including the related reasonable fees for costs and expenses of counsel for the Underwriters); Purchasers and (ix) all the Issuers’ officers and employees and any other expenses incurred by of the Company in connection with Purchasers, the Issuers and the Guarantors relating to investor presentations on any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v)offering and sale of the Offered Securities including, without limitation, travel expenses of the Issuers’ and (b) the Guarantors’ officers and employees and any filings other expenses of the Issuers and clearance by FINRA referenced in clause (viii)the Guarantors, shall not exceed $10,000 in including 50% of the aggregatecost of the chartering of airplanes. It is understood, however, that that, except as provided in this AgreementSection 5(f), and Sections 8 and 10 hereof, the Underwriters Purchasers will pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of any of the Offered Securities by them, and any advertising roadshow expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or incurred by them (other than costs and expenses incurred by the Underwriters’ default Purchasers on their obligations to purchase behalf of the SecuritiesIssuers).

Payment of Expenses. (a) Whether or not any of the transactions contemplated by this Agreement Offering or the Transactions are consummated or this Agreement is terminated, the Company will to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs all costs, expenses, fees and taxes incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and with: (A) the preparation, printing and distribution of a Canadian wrapper the Time of Sale Document and the Final Offering Memorandum and all amendments and supplements thereto (including, without limitation, financial statements and exhibits), and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith, (B) the negotiation, printing, processing and distribution (including, without limitation, word processing and duplication costs) and delivery of, each of the Transaction Documents, (C) the preparation, issuance and delivery of the Securities, (D) the qualification of the Securities for offer and sale under the securities or “Blue Sky Memorandum Sky” laws of U.S. state or non-U.S. jurisdictions (including reasonable fees and disbursements of the Initial Purchasers’ counsel relating thereto), (E) furnishing such copies of the Time of Sale Document and the Final Offering Memorandum, and all amendments and supplements thereto, as may reasonably be requested for use by the Initial Purchasers and (F) the performance of the obligations of the Company and the Guarantors obligations under the Registration Rights Agreement, including but not limited to the Exchange Offer, the Exchange Offer Registration Statement and any Shelf Registration Statement, (ii) all fees and expenses of the counsel, accountants and any other experts or advisors retained by the Company or the Guarantors, (iii) all fees and expenses (including fees and expenses of counsel) of the Company or the Guarantors in each case connection with approval of the related Securities by DTC for “book-entry” transfer, (iv) all fees charged by rating agencies in connection with the rating of the Securities, (v) all fees and expenses (including reasonable fees and expenses of counsel for counsel) of the Underwriters; providedTrustee, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any filing fees charged incident to, and any reasonable fees and disbursements of Initial Purchasers’ counsel in connection with the review, if any, by rating agencies for rating the Securities; Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities or the Exchange Notes and (vii) the fees and Initial Purchasers’ reasonable out-of-pocket expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval Offering, including 50% of the Securities for book-entry transfer by DTC and cost of any filing withchartered aircraft; provided that the Initial Purchasers shall pay their own legal expenses, and clearance of the offering by, the Financial Industry Regulatory Authority except as otherwise provided in clauses (“FINRA”i)(D) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ixvi) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees above and expenses Sections 8 and 9 of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid (1) all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the UnderwritersUnderwriter under this clause (iv) not to exceed $15,000); provided, however, that (v) the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein)cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees (including the reasonable legal fees of counsel to the Underwriter) incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, except as set forth in the following sentence; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b2) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred incident to the sales and delivery of the Shares to be sold by the Underwriters Selling Stockholders as provided in the Shareholders’ Agreement, dated November 10, 2006, among the Company and the stockholders of the Company party thereto. It is understood that, except as specifically provided in this Section 11, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel, stock transfer taxes on resale of any Shares by it, any advertising expense connected with any offers it makes and one-half the cost of any aircraft chartered in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification of the Securities and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary hereinUnderwriters in connection therewith); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viiivii) if required all expenses and application fees fees, incurred in connection with the approval of the Securities for book-entry transfer by DTC and review by, any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) FINRA (including the related reasonable filing fees and fees and expenses of counsel for the Underwriters)Underwriters relating to the clearance of the offering by FINRA) and the approval of the Securities for book entry transfer by DTC; and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that (ix) all expenses and application fees related to the listing of the Underlying Securities on the Exchange; and (x) all fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in registration of the aggregateSecurities under the Exchange Act. It is understood, however, that that, except as otherwise provided in this Agreement, the Underwriters will pay all costs fees and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by counsel for the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will covenants and agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitationlimitation the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company and all other expenses in connection with the preparation, printing, distribution and filing of the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, and any Issuer Free Writing Prospectus and any exhibits, amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing, reproducing and distributing the Transaction Documents; (iii) all fees and expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws, (iincluding the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification); (iv) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by securities rating agencies services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any paying agent depositary (including related reasonable the Depositary), paying agent, registrar or transfer agent for the Securities or the Preferred Shares, and the fees and expenses disbursements of one counsel to each of for any such parties)depositary, paying agent, registrar or transfer agent; (viii) any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with or in connection with any “road show” presentation to prospective purchasers of the Securities; (ix) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC DTC; (x) if required, all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) by FINRA (including the reasonable fees and disbursements of counsel for the Underwriters in connection with any such filing and clearance); (xi) all expenses and application fees in related reasonable to listing the Securities on the NASDAQ; and (xii) all other costs and expenses incident to the performance of the obligations of the Company which are not otherwise specifically provided for in this Section; provided that the fees and expenses of counsel for the Underwriters); Underwriters pursuant to clauses (iii) and (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), hereof shall not exceed $10,000 15,000 in the aggregate. It is understood, however, that except Except as provided in this AgreementSection 10 and Sections 7 and 8 hereof, the Underwriters will pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees of their counsel and disbursements of its counsel, stock transfer taxes payable on resale of any of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not The Company agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Managers to pay or cause to be paid all costs and of its expenses incident to the performance of its obligations hereunder, including without limitationincluding, but not limited to, such costs, expenses, fees and taxes in connection with (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Basic Prospectus, any other Time of Sale Informationthe Prospectus Supplement, any Issuer the Prospectus, each Permitted Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Managers (including costs of mailing and shipment), (b) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares, (c) the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the distribution thereof; reproduction and/or printing and furnishing of copies of each thereof to the Managers (iiiincluding costs of mailing and shipment), (d) the costs of reproducing and distributing each qualification of the Transaction Documents; Shares for offering and sale under state laws and the determination of their eligibility for investment under state or foreign law and the preparation of any Canadian “wrapper” (ivincluding the reasonable legal fees and filing fees and other disbursements of U.S. and any Canadian or other foreign counsel for the Managers) and the printing and furnishing of copies of any blue sky surveys and any such Canadian “wrapper” to the Managers, (e) the listing of the Shares on the NYSE and any other securities exchange and any registration thereof under the Exchange Act, (f) any filing with, and any review of the public offering of the Shares by, FINRA, including the reasonable legal fees and disbursements of counsel for the Managers relating to FINRA matters, and (g) the fees and expenses disbursements of the Company’s counsel and independent of the Company’s accountants; . Except as provided in paragraph (v) b), the fees Managers shall pay their own out-of-pocket costs and expenses incurred in connection with the registration or qualification entering into this Agreement and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummatedAgreement, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) including the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses disbursements of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; providedManagers, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, which fees and disbursements of its counsel, stock transfer taxes payable on resale of shall be divided between the Securities Managers in amounts proportionate to the aggregate offering amount sold by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitieseach Manager under this Agreement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary hereinUnderwriters in connection therewith); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)registrar; (viii) if required, all expenses and application fees fees, incurred in connection with the approval of the Securities for book-entry transfer by DTC and review by, any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) FINRA (including the related reasonable filing fees and fees and expenses of counsel for the UnderwritersUnderwriters relating to the clearance of the offering by FINRA); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that (x) all expenses and application fees related to the listing of the Shares on the Exchange; and (xi) all fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in registration of the aggregateShares under the Exchange Act. It is understood, however, that that, except as otherwise provided in this Agreement, the Underwriters will pay all costs fees and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by counsel for the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs reasonable and necessary expenses incident to the performance of its obligations hereunderunder this Agreement and each Terms Agreement, including without limitation(a) the preparing, printing or other production and filing of the Registration Statement (as originally filed) and all amendments thereto, (ib) the costs incident to the authorizationpreparation, issuance, sale, preparation issuance and delivery of the Securities and any taxes payable in that connection; to the Underwriters, (iic) the costs incident reasonable fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel, (d) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(G) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Survey, (e) the printing or other production and delivery to the preparation and printing and filing under the Securities Act Underwriters in quantities as hereinabove stated of the Registration Statement, copies of the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Final Prospectus (including and any amendments or supplements thereto) and the distribution thereof; , (iiif) the costs production and delivery to the Underwriters of reproducing and distributing each copies of the Transaction Documents; Indenture and any Blue Sky Survey reasonably requested by the Representatives, (ivg) the fees of rating agencies, (h) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses expenses, if any, incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the state or foreign on any securities or blue sky laws of such jurisdictions as the Representatives may designate exchange, and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); i) (vi) any fees charged by rating agencies for rating the Securities; (viix) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees expenses, if any, incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority Authority, Inc. and (“FINRA”y) (including the related reasonable fees and expenses of counsel for the Underwriters); Underwriters in connection therewith. If a Terms Agreement is terminated by the Representatives in accordance with the provisions of Section 4 or Sections 9(i) and (ix9(iv) all expenses incurred hereof, or if the sale of any Securities provided for herein or in any Terms Agreement is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied by the Company in connection or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreementprovision hereof, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by Company shall reimburse the Underwriters named in connection with any “road show” presentation to potential investorssuch Terms Agreement for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of its counselcounsel for the Underwriters, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses have been incurred by them in connection with the Underwriters’ default on their obligations to proposed purchase and sale of the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated consummated, Borrower will promptly (and in any event, within thirty (30) days after any invoice or other statement or notice) pay: (i) all transfer, stamp, mortgage, documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement is terminatedor any of the other Loan Documents or any other document or transaction referred to herein or therein, the Company will pay or cause to be paid (ii) all reasonable costs and expenses incident to the performance incurred by or on behalf of its obligations hereunder, Agent (including without limitationlimitation reasonable attorneys’ fees, travel costs and miscellaneous expenses), but excluding consultants fees other than in connection with an annual field audit permitted below, in connection with (i1) the costs incident to the authorizationnegotiation, issuancepreparation, sale, preparation execution and delivery of the Securities Loan Documents, and any taxes payable in that connection; and all consents, waivers or other documents or instruments relating thereto, (ii2) the costs incident to the preparation filing, recording, refiling and printing re-recording of any Loan Documents and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time documents or instruments or further assurances required to be filed or recorded or refiled or re-recorded by the terms of Sale Informationany Loan Document, (3) the borrowings hereunder and other action reasonably required in the course of administration hereof, (4) monitoring or confirming (or preparation or negotiation of any Issuer Free Writing Prospectus document related to) any Restricted Person’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the all reasonable costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred by the Agent on behalf of any Lender Party (including without limitation reasonable attorneys’ fees, reasonable consultants’ fees and reasonable accounting fees) in connection with the registration conduct of an annual field audit, the preservation of any rights under the Loan Documents or qualification and determination the defense or enforcement of eligibility for investment any of the Securities under Loan Documents (including this section), any attempt to cure any breach thereunder by any Restricted Person, or the state defense of any Lender Party’s exercise of its rights thereunder. In addition to the foregoing, until all Obligations have been paid in full, Borrower will also pay or foreign securities reimburse Agent for all reasonable out-of-pocket costs and expenses of Agent or blue sky laws its agents or employees in connection with the continuing administration of such jurisdictions as the Representatives may designate Loans and the preparationrelated due diligence of Agent, printing including travel and distribution of a Canadian wrapper miscellaneous expenses and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of Agent’s outside counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred consultants engaged in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the SecuritiesLoan Documents.

Payment of Expenses. (a) Whether The Borrower agrees (i) to pay or not reimburse each Agent and the Joint Bookrunners for all of their reasonable and documented out-of-pocket costs and expenses associated with the syndication of the Facilities and incurred in connection with the preparation, negotiation, execution and delivery, and any amendment, supplement or modification to, this Agreement and the other Loan Documents, any security arrangements in connection therewith and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated by this Agreement are consummated or this Agreement hereby and thereby, including the reasonable invoiced fees and disbursements of counsel to such parties (provided that, unless there is terminateda conflict of interest, such fees and disbursements shall not include fees and disbursements for more than one primary counsel and one local counsel in each relevant jurisdiction) and filing and recording fees and expenses, with statements with respect to the Company will pay or cause foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid all costs on the Closing Date) and expenses incident from time to the performance of its obligations hereundertime thereafter as such parties shall deem appropriate, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the to pay or reimburse each Lender and Agent for all its reasonable documented out-of-pocket costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration enforcement or qualification preservation of any rights under this Agreement, the other Loan Documents and determination any such other documents, or during any workout or restructuring, including the reasonable and invoiced fees and disbursements of eligibility counsel to such parties (provided that such fees and disbursements shall not include fees and disbursements for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate more than one primary counsel and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including one local counsel in each case the related reasonable fees relevant jurisdiction), (iii) to pay, indemnify, and expenses of counsel for the Underwriters; providedhold each Lender and each Agent harmless from, howeverany and all recording and filing fees, if any, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything may be payable or determined to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred be payable in connection with the approval execution and delivery of, or consummation or administration of any of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering transactions contemplated by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company or any amendment, supplement or modification of, or any waiver or consent under or in connection with any “road show” presentation to potential investors; providedrespect of, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs other Loan Documents and expenses incurred by themany such other documents, and (iv) to pay, indemnify, and hold each Lender and Agent and the Joint Bookrunners and their respective affiliates (including, without limitation, controlling persons) and each member, partner, director, officer, employee, advisor, agent, affiliate, successor, partner, member, representative and assign of each of the forgoing (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses incurred by or disbursements of any kind or nature whatsoever with respect to the Underwriters execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents (regardless of whether any Loan Party is or is not a party to any such actions or suits) and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans, and the reasonable and documented fees, disbursements and other charges of one legal counsel to such Indemnitees taken as a whole (and, if applicable, one local counsel to such persons taken as a whole in each appropriate jurisdiction and, in the case of a conflict of interest, one additional local counsel in each appropriate jurisdiction to all affected Indemnitees taken as a whole) in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (iv), collectively, the “road show” presentation Indemnified Liabilities”); provided, that the Borrower shall not have any obligation hereunder to potential investorsany Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, fees and disbursements gross negligence or willful misconduct of, or material breach of any Loan Documents by, such Indemnitee or its controlled affiliates, officers or employees acting on behalf of such Indemnitee or any of its counselcontrolled affiliates in connection with the Transactions. Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to the Chief Financial Officer, stock transfer taxes payable on resale at the address of the Securities by themBorrower set forth in Section 11.2, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees to such other Person or expenses incurred address as may be hereafter designated by the Underwriters’ default on their obligations Borrower in a written notice to purchase the SecuritiesAdministrative Agent. The agreements in this Section 11.5 shall survive repayment of the Loans and all other amounts payable hereunder.

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to incurred in connection with the performance of its obligations hereunderunder this Agreement, including without limitation, limitation (i) the costs incident to the authorizationpreparation, issuance, sale, preparation printing and delivery filing of the Securities Registration Statement (including financial statements and any taxes payable in that connection; exhibits) as originally filed and each amendment thereto, (ii) the costs incident preparation, printing and delivery to the preparation and printing and filing under the Securities Act Underwriters of the Registration Statementcopies of each preliminary prospectus, the Preliminary Prospectus, any other Time of Sale Information, any each Issuer Free Writing Prospectus and the Prospectus (including and any amendments or supplements thereto) thereto and any costs associated with electronic delivery of any of the distribution thereof; foregoing by the Underwriters to investors, (iii) the costs of reproducing preparation, issuance and distributing each delivery of the Transaction Documents; Notes to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iv) all costs and expenses incurred in connection with the preparation and execution of this Agreement, the Indenture and the DTC Agreement, (v) the fees and disbursements of the Company’s counsel, accountants and other advisors, (vi) the qualification of the Notes under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the documented and reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA, if required, of the terms of the sale of the Notes, (ix) any fees payable in connection with the rating of the Notes by the rating agencies, (x) the fees and expenses of the Company’s Trustee, including the documented and reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and independent accountants; the Notes, (vxi) the fees and expenses of making the Notes eligible for clearance, settlement and trading through the facilities of DTC, (xii) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xiii) all other fees, costs and expenses incurred in connection with the registration or qualification and determination performance of eligibility its obligations hereunder for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including which provision is not otherwise made in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregateSection. It is understood, however, that except Except as provided in this AgreementSection 4 and Sections 6, 7 and 9(c) hereof, the Underwriters will shall pay all costs and expenses incurred by themtheir own expenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not Regardless of whether the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any transfer fees or taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments exhibit, amendment or supplements supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel counsel, the independent accountants and independent accountantsreserve engineers; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (viv) the costs of preparing any fees charged by rating agencies stock certificates for rating the SecuritiesShares; (vii) the fees and expenses of the Trustee any transfer agent and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)registrar for the Shares; (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering of the Shares by, FINRA; (ix) all expenses and application fees related to the Financial Industry Regulatory Authority (“FINRA”) (including listing of the related reasonable fees and expenses of counsel for Shares on the Underwriters)NYSE; and (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with investors (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by associated with the Underwriters preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants; provided that notwithstanding clause (x) above, the Underwriters shall pay one-half of the lease expenses associated with any airplane which is used in connection with such “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiespresentations.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Issuer and the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any documentary, stamp or similar taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary ProspectusOffering Circular, any other Time of Sale Information, any Issuer Free Writing Prospectus Written Communication and the Prospectus Offering Circular (including any amendments amendment or supplements supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the CompanyIssuer’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary hereinInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee Trustee, the Collateral Agent and any paying agent (including related reasonable fees and reasonable expenses of one any counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC DTC; (ix) all expenses associated with the creation and perfection of security interests, including, without limitation, the drafting and negotiation of the Security Documents, the Joinders and any other documents, supplements, joinders, mortgages, deeds of trust and other security documents and the creation, preparation and filing withof UCC financing statements, including filing fees and fees incurred in connection with lien searches, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable and documented fees and expenses of legal counsel for to the Underwriters)Initial Purchasers incurred in connection with any of the foregoing; and (ixx) all expenses incurred by the Company Issuer in connection with any “road show” presentation to potential investors; provided, however, investors (it being understood that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v)Initial Purchasers, and (b) any filings and clearance by FINRA referenced in clause (viii)collectively, shall not exceed $10,000 in bear half of the aggregatecosts associated with any chartered aircraft). It is understood, however, that except as provided in this AgreementSection 10 and Section 7 hereof, the Underwriters Initial Purchasers will pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of any of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesthey may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, (i) the costs incident preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto, (ii) the word processing, printing and delivery to the authorizationPlacement Agents of this Agreement and such other documents as may be required in connection with the offering, issuancepurchase, sale, preparation issuance or delivery of the Placement Securities, (iii) the preparation, issuance and delivery of the Securities certificates for the Placement Securities, if any, by the Company to the Placement Agents, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable in that connection; upon the sale, issuance or delivery of the Placement Securities to the Placement Agents, (iiiii) the costs incident fees and disbursements of the counsel, accountants and other advisors to the Company, (iv) the qualification or exemption of the Placement Securities under securities laws in accordance with the provisions of Section 7(a)(5) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Placement Agents in connection therewith and in connection with the preparation of the Blue Sky survey and any supplements thereto, if any, (v) the printing and filing under delivery to the Securities Act Placement Agents of the Registration Statement, the Preliminary Prospectus, copies of any other Time of Sale Information, any Issuer Permitted Free Writing Prospectus and the Prospectus (including and any amendments or supplements thereto) thereto and the distribution thereof; (iii) the any costs associated with electronic delivery of reproducing and distributing each any of the Transaction Documents; foregoing by the Placement Agents to investors, (ivvi) the fees and expenses of the Company’s transfer agent and registrar for the Securities, (vii) (A) all the filing fees incident to the review by the Financial Industry Regulatory Authority (“FINRA”) of the terms of the sale of the Securities, and (B) the reasonable fees and disbursements of counsel to the Placement Agents in connection with such review by FINRA, if any, in an amount not to exceed $5,000, and independent accountants; (vviii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Placement Securities under on the state or foreign securities or blue sky laws NYSE. The Placement Agents will pay all of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, it incurs that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything incident to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses performance of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in its obligations under this Agreement, other than those set forth in the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiespreceding sentence.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing incident to the production and distributing each distribution of the Transaction DocumentsBase Indenture and the Supplemental Indenture; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall ) (not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary hereinexceed $15,000); (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, review by, and clearance of the offering by, the Financial Industry Regulatory Authority FINRA; (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors including without limitation, one-half of the cost of aircraft and other transportation chartered in connection with the road show, provided that one-half of the cost of aircraft and other transportation chartered in connection with the road show and the lodging, airfare and other expenses (including meals) of employees of the Underwriters shall be the responsibility of the Underwriters; provided, however, that (ix) any fees charged by securities rating services or agencies in connection with the rating of the Securities; and (x) the fees and expenses of the Trustee and any paying agent (including any fees and expenses of counsel incurred for the Trustee) in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this AgreementBase Indenture, the Underwriters will pay all costs Supplemental Indenture, Form T-1 and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses actually incurred and incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary ProspectusOffering Memorandum, any other Time of Sale Information, any Issuer Free Writing Prospectus Written Communication, any Permitted General Solicitation and the Prospectus Offering Memorandum (including any amendments amendment or supplements supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary hereinInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters)DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, investors (provided that the fees and expenses cost of counsel incurred any aircraft chartered in connection with (a) preparing the Blue Sky Memorandum referenced in clause (vroad show will be borne 100% by the Initial Purchasers), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in Section 7 and this AgreementSection 10(a), the Underwriters Initial Purchasers will pay all of their costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, including fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, their counsel (other than pursuant to clause (v)) and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesthey may make.

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

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Underwriting Agreement, including without limitation, (i) the costs incident to the authorizationpreparation, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary any Issuer Free Writing Prospectus, any preliminary prospectus and the Prospectus (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Underwriting Agreement, any agreement among underwriters, the Indenture and such other Time documents as may be required in connection with the offering, purchase, sale, issuance or delivery of Sale Informationthe Notes, (iii) the preparation, issuance and delivery of the Notes to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors or agents (including transfer agents and registrars), as well as the reasonable fees and disbursements of any Trustees and their respective counsel, (v) the qualification of the Notes under state securities laws in accordance with the provisions of Section 3(k) hereof, including filing fees and the reasonable fees and disbursements of a single counsel for the Underwriters in connection therewith and in connection with the preparation, printing and delivery of the Blue Sky Survey and any Legal Investment Survey, and any amendment thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Issuer Free Writing Prospectus and the Prospectus (including and any amendments or supplements thereto, (vii) the fees charged by nationally recognized statistical rating organizations for the rating of the Notes, if applicable, (viii) the fees and expenses incurred with respect to the listing of the Notes, if applicable, (ix) the filing fees incident to, and the distribution thereof; reasonable fees and disbursements of a single counsel to the Underwriters in connection with, the review, if any, by the Financial Industry Regulatory Authority Inc. (iii“FINRA”) the costs of reproducing and distributing each of the Transaction Documents; terms of the sale of the Notes and (ivx) the fees and expenses of any Underwriter acting in the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution capacity of a Canadian wrapper and Blue Sky Memorandum “qualified independent underwriter” (including as defined in each case the related reasonable fees and expenses bylaws of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregateif applicable. It is understood, however, that except as provided in this AgreementSection 4, and in Sections 6 and 7 hereof, the Underwriters will pay be responsible for all their own costs and expenses, including the fees of their counsel, any transfer taxes on the Notes upon resale by them and all other expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters them in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale offering of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred Notes made by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. Each of you agrees to pay: (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Designated Notes and any taxes payable in that connectionconnection therewith; (iib) the costs incident to the preparation and preparation, printing and filing under the Securities 1933 Act of the Registration StatementStatement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Preliminary Base Prospectus, the Final Prospectus, any other Time of Sale Informationamendment or supplement to the Base Prospectus or any document incorporated by reference therein, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereofall as provided in this Agreement; (iiid) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (ive) the fees and expenses of qualifying the Designated Notes under the securities laws of the several jurisdictions as provided in Section 4(g) hereof and of preparing, printing and distributing a Blue Sky Memorandum (including related fees and expenses of your counsel); (f) any fees charged by securities rating services for rating the Designated Notes; (g) any fees and expenses of your counsel, the Trustee, the Trustee’s counsel, Terwin Advisor’s counsel and the Sponsor’s and the Company’s counsel and independent accountantsincurred in connection with the transactions described herein; (vh) any fees and expenses associated with registering the Designated Notes with The Depository Trust Company, Clearstream Banking, société anonyme or the Euroclear System; (i) any fees and expenses incurred in connection with either of your or Insurer’s due diligence associated with the registration or qualification and determination of eligibility for investment of transactions described herein, including but not limited to the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees costs and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for bookre-entry transfer underwriting and appraisal services performed by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters)third parties; and (ixj) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all other costs and expenses incurred by them, including, without limitation, all expenses incurred by incident to the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale performance of the Securities by them, and any advertising expenses connected with any offers it makes. For obligations of the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the SecuritiesCompany.

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation copying and delivery distribution of the Securities Indenture and any taxes payable in that connectionthe preparation of the certificates representing the Securities; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereofthereof and the listing of the Securities on the NYSE; (iii) the costs printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of reproducing such copies of any Preliminary Prospectus Supplement, any Issuer Free Writing Prospectus, any Time of Sale Information and distributing the Prospectus, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Transaction DocumentsSecurities; (iv) the fees preparation, printing, authentication, issuance and expenses delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Company’s counsel and independent accountantsSecurities; (v) the printing (or reproduction) and delivery of this Underwriting Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate (including filing fees) and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); (vii) the transportation and (ix) all other expenses incurred by the or on behalf of Company representatives in connection with any “road show” presentation presentations to potential investorsprospective purchasers of the Securities; provided, however, that (viii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (ix) any fees charged by securities rating services for rating the Securities; (x) the fees and expenses of the Trustee and any agent of the Trustee, including any paying agent, and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (xi) all expenses and application fees incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v)any filing with, and clearance of any offering by the Financial Industry Regulatory Authority, Inc.; (bxii) any filings all fees and clearance expenses (including reasonable fees and expenses of counsel) in connection with the approval of the Securities by FINRA referenced in clause Clearstream and Euroclear for book-entry transfer; and (viii), shall not exceed $10,000 in xiii) all other costs and expenses incurred by the aggregateCompany incident to the performance by the Company of its obligations hereunder. It is understood, however, however that except as provided in this AgreementSection 10 and Section 7, the Underwriters will shall pay all costs and their own expenses incurred on a pro rata basis in accordance with the amount of Securities purchased by themsuch Underwriter as set forth on Schedule 1, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminatedGuarantor covenant and agree, jointly and severally, with the several Underwriters that the Company or the Guarantor will pay pay, or cause to be paid all costs paid, the following: (i) the fees, disbursements and expenses incident of the Company’s and the Guarantor’s counsels and accountants in connection with the issue of the Securities and the Guarantees and all other expenses in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof, including the mailing and delivering of copies thereof to the performance Underwriters and dealers; (ii) the costs of its obligations hereunderreproducing and distributing each of the Transaction Documents, any Blue Sky Memorandum, closing documents (including any compilations thereof), and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(g) hereof, including without limitation, the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iiv) any fees charged by securities rating services for rating the Securities; (v) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and the Guarantee to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (ivvi) the fees and expenses of the Company’s counsel Trustee, any agent of the Trustee or any paying agent and independent accountants; (v) the fees and expenses incurred disbursements of counsel for the Trustee in connection with the registration or qualification Indenture and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees 50% of all roadshow aircraft expenses, and all other costs and expenses incident to the performance of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)its obligations hereunder which are not otherwise specifically provided for in this Section 6; (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by and application fees related to the Company in connection with any “road show” presentation to potential investors; provided, however, that listing of the fees and expenses of counsel incurred in connection with (a) preparing Securities on the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregateExchange. It is understood, however, that that, except as provided in this AgreementSection 6, and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of any of the Securities or Guarantees by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesthey may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture, and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state or foreign securities or blue sky laws laws, and, if requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such jurisdictions as qualifications, registrations and exemptions, (vi) the Representatives may designate filing fees incident to, and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses disbursements of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged Underwriters in connection with, the review, if any, by rating agencies for rating the Securities; FINRA of the terms of the sale of the Notes, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (viii) any paying agent fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and expenses (including related reasonable fees and expenses of one counsel to each counsel) of such parties); the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer, (viiix) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and application fees (xi) all other fees, costs and expenses incurred in connection with the approval performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4 and Section 6 hereof, the Securities for book-entry Underwriters shall pay their own expenses, including the fees and disbursements of their counsel, transfer taxes on resale of any Note by DTC them and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all advertising expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesthey make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs fees and expenses incident to incurred in connection with the performance of its obligations hereunderhereunder and in connection with the transactions contemplated hereby, including without limitation, limitation (i) the costs all expenses incident to the authorization, issuance, sale, preparation issuance and delivery of the Securities Notes (including all printing and any taxes payable in that connection; engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the costs incident to the preparation issuance and printing and filing under the Securities Act sale of the Registration StatementNotes, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the all fees and expenses of the Company’s counsel counsel, independent registered public accountants and independent accountants; other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture, the DTC Agreement and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state securities or blue sky laws, and, if requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, the review, if any, by FINRA of the terms of the sale of the Notes, (vii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under Notes on the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparationNew York Stock Exchange (if applicable), printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (viiviii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (ix) any paying agent fees payable in connection with the rating of the Notes with the ratings agencies, (x) all fees and expenses (including related reasonable fees and expenses of one counsel to each counsel) of such parties); the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer, (viiixi) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and application fees (xii) all other fees, costs and expenses incurred in connection with the approval performance of the Securities its obligations hereunder for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company which provision is not otherwise made in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregatethis Section 4. It is understood, however, that except Except as provided in this AgreementSection 4 and Sections 7, 9 and 10 hereof, the Underwriters will shall pay all costs and expenses incurred by themtheir own expenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Notes and any taxes payable in that connection; connection therewith, (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, Statement and any other Time of Sale Information, any Issuer Free Writing Prospectus amendments and exhibits thereto and the Prospectus (including and any amendments or and supplements thereto) and the distribution thereof; , (iii) the costs incident to the preparation, printing and filing of reproducing any document and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act, (iv) the costs of distributing the Registration Statement, as originally filed, and each amendment and post-effective amendment thereof (including exhibits), any preliminary prospectus, the Prospectus, any supplement or amendment to the Prospectus and any documents incorporated by reference in any of the Transaction Documents; foregoing documents, (ivv) the costs and expenses incident to the preparation, execution and delivery of the Indenture and the Supplemental Indenture, (vi) the fees and disbursements of the Trustee, any paying agent, any calculation agent, and any other agents appointed by the Company, and their respective counsel, (vii) the costs and fees in connection with the listing of the Notes on any securities exchange, (viii) the cost of any filings with the National Association of Securities Dealers, Inc., (ix) the fees and disbursements of counsel for the Company, counsel for the Agents, counsel for the Trustee and the Company's accountants, (x) the fees paid to rating agencies in connection with the rating of the Notes, (xi) the fees and expenses of qualifying the Company’s counsel Notes under the securities laws of the several jurisdictions as provided in Section 3(f) hereof and independent accountants; of preparing and printing and distributing a Blue Sky Memorandum, (vxii) the fees and all advertising expenses incurred in connection with the registration or qualification and determination of eligibility for investment offering of the Securities under Notes incurred with the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses consent of the Trustee and any paying agent Company, (including related reasonable fees and expenses of one counsel to each of such parties); (viiixiii) all reasonable out-of-pocket expenses and application fees incurred by the Agents in connection with the approval of the Securities for book-entry transfer by DTC and transactions contemplated hereunder, (xiv) any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “a "road show” " presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), investors and (bxv) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all other costs and expenses incurred by them, including, without limitation, all expenses incurred by incident to the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale performance of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their Company's obligations to purchase the Securitiesunder this Agreement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, following: (i) the costs incident to costs, expenses, fees and taxes in connection with the authorizationregistration, issuanceissue, sale, preparation sale and delivery of the Securities Securities, including any transfer taxes and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statementstamp or similar duties, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees fees, disbursements and expenses of the Company’s counsel and independent accountantsaccountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters, this Agreement, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(e) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating agencies for rating the Securities; (v) the filing fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate incident to, and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses disbursements of counsel for the Underwriters; providedUnderwriters in connection with, howeverany required review by the Financial Industry Regulatory Authority, that Inc. of the Company shall not pay for any such Blue Sky fees and expenses if terms of the transactions contemplated by this Agreement are not consummated, notwithstanding anything to sale of the contrary herein)Securities; (vi) any fees charged by rating agencies for rating the costs of preparation, issuance and delivery of the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)its agents; (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses disbursements of counsel for the Underwriters)Trustee; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees reasonable and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all documented costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “non-deal road show” or any pre-marketing presentation to potential investors, fees ; and disbursements (x) all other costs and expenses incident to the performance of its obligations hereunder and under the Indenture which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes payable on resale of any of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesthey may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any stamp, issuance, transfer or other similar taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale InformationPricing Disclosure Package, any Issuer Free Writing Prospectus Marketing Materials and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and with the preparationprior approval of the Company (such approval not to be unreasonably withheld, printing and distribution of a Canadian wrapper and Blue Sky Memorandum conditioned or delayed) (including in each case the related reasonable and documented fees and expenses of counsel for the Underwriters); provided(v) the cost of preparing stock certificates, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein)applicable; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the all filing fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority FINRA (“FINRA”) (including the related reasonable such fees and expenses of counsel for pursuant to this clause (vii) and clause (iv), in the Underwritersaggregate, shall not exceed $15,000); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; , provided, however, that the fees and expenses Underwriters shall be responsible for 50% of counsel the third-party costs of any chartered private aircraft incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), such road show; and (bix) any filings all expenses and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in application fees related to the aggregatelisting of the Securities on the New York Stock Exchange. It is understoodis, however, understood that except as provided in this Section 12 or in Section 8 of this Agreement, the Underwriters will shall pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For they make and 50% of the avoidance third-party costs of doubtany chartered private aircraft incurred in connection with the road show and all travel, it is understood that lodging and other expenses of the Company shall not pay or reimburse any costs, fees or expenses Underwriters incurred by the Underwriters’ default on their obligations to purchase the Securitiesthem in connection with any road show.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum and any “Canadian wrapper” (including in each case the related reasonable and documented fees and expenses of counsel for the Underwriters); provided, however, that (v) the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein)cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority by FINRA; (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ixviii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, provided however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them, including, without limitation, all expenses incurred by the Underwriters them in connection with any the “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them”, and any advertising expenses connected with any offers it makes. For the avoidance of doubtprovided, it is understood further, that the Company shall not and the Underwriters will each pay or reimburse 50% of the cost of any costs, fees or expenses incurred aircraft chartered to be used in connection with such road show by both the Company and the Underwriters’ default ; and (ix) all expenses and application fees related to the listing of the Shares on their obligations to purchase the Securities.Nasdaq Market;

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Issuers will pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration StatementPreliminary Memorandum, the Preliminary Prospectus, any other Time of Sale InformationOffering Memorandum, any Issuer Free Writing Prospectus Written Communication and the Prospectus Final Memorandum (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of counsel to the Company’s counsel Eagle Rock Parties and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary hereinInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company Issuers in connection with any “road show” presentation to potential investorsinvestors (subject to the reimbursement by the Initial Purchasers of one-half of the costs of using an airplane with respect to any such “road show” presentation); providedprovided that, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this AgreementSection 10, the Underwriters will Initial Purchasers shall pay all their own costs and expenses, including the costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock any transfer taxes payable on resale the Securities that they may sell and the expenses of advertising any offering of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred made by the Underwriters’ default on their obligations to purchase the SecuritiesInitial Purchasers.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and the Guarantors agree, jointly and severally, to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of preparing, reproducing and distributing each of this Agreement, the Transaction DocumentsIndenture, the Notes and the Guarantees; (iv) the fees and expenses of the Company’s and the Guarantor’s counsel (including local and special counsel) and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the reasonable related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and any paying agent the Securities; (viii) all fees and expenses (including related reasonable fees and expenses of one counsel to each counsel) of such parties)the Company and the Guarantors in connection with approval of the Securities by the DTC for “book-entry” transfer; (viiiix) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (bxii) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all other costs and expenses incurred by them, including, without limitation, all expenses incurred by incident to the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements performance of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall obligations hereunder which are not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesotherwise specifically provided for in this Section 11.

Payment of Expenses. (a) Whether or not The Seller agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and following expenses incident to the performance of its the Companies' obligations hereunder, including without limitationunder this Agreement, (i) the costs incident filing of the Registration Statement and all amendments thereto, (ii) the duplication and delivery to the authorizationUnderwriters, issuancein such quantities as the Underwriters may reasonably request, saleof copies of this Agreement, preparation (iii) the preparation, issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration StatementCertificates, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses disbursements of ___________________, counsel for the Company’s counsel and independent accountants; Underwriters, (v) the fees and expenses incurred disbursements of [Name of accountants], accountants of the Companies, (vi) the qualification of the Certificates under securities and Blue Sky laws and the determination of the eligibility of the Certificates for investment in accordance with the provisions hereof, including filing fees and the fees and disbursements of __________, counsel to the Underwriters, in connection therewith and in connection with the registration or qualification preparation of any Blue Sky survey, (vii) the printing and determination delivery to the Underwriters in such quantities as the Underwriters may reasonably request, of eligibility for investment copies of the Securities under Registration Statement and Prospectus and all amendments and supplements thereto, and of any Blue Sky survey, (viii) the state or foreign securities or blue sky laws of duplication and delivery to the Underwriters, in such jurisdictions quantities as the Representatives Underwriters may designate reasonably request, of copies of the Pooling and Servicing Agreement and the preparationother transaction documents, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case ix) the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by nationally recognized statistical rating agencies for rating the Securities; Certificates, (viix) the fees and expenses of the Trustee and any paying agent its counsel, (including related reasonable fees and expenses of one counsel to each of such parties); (viiixi) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of the Trustee and its counsel incurred and [(xii) the fees and expenses of the Certificate Insurer and its counsel.] If this Agreement is terminated by the Representative in connection accordance with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreementprovisions of Section 7, the Underwriters will pay Companies shall reimburse the Representative for all costs and expenses incurred by themreasonable third-party out-of-pocket expenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, reasonable fees and disbursements of its __________, the Representative's counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Guarantors will pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunderunder this Agreement, the Indenture, the Registration Rights Agreement and Security Documents including without limitation, but not limited to (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel Trustee, the Collateral Trustee and independent accountantstheir respective professional advisers; (vii) the fees and all expenses incurred in connection with the registration or qualification execution, issue, authentication, packaging and determination of eligibility for investment initial delivery of the Securities under the state Offered Securities, including any stamp or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred transfer taxes in connection with the approval original issuance and sale of the Securities for book-entry transfer by DTC Offered Securities, and, as applicable, the Exchange Notes (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Registration Rights Agreement, the Security Documents the Offered Securities, the Indenture, the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material and any filing withother document relating to the issuance, offer, sale and clearance delivery of the offering byOffered Securities and as applicable, the Financial Industry Regulatory Authority Exchange Notes; (“FINRA”iii) (including the related reasonable fees and expenses cost of counsel for the Underwriters); and (ix) all expenses incurred any advertising approved by the Company in connection with the issue of the Offered Securities; (iv) any expenses (including fees and disbursements of counsel to the Purchasers) incurred in connection with qualification of the Offered Securities or the Exchange Notes for sale under the laws of such jurisdictions in the United States and Canada as the Representative designates and the preparation and printing of memoranda relating thereto, (v) any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Notes, and (vi) expenses incurred in distributing the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular (including any amendments and supplements thereto) and any Supplemental Marketing Material to the Purchasers. The Company and the Guarantors will also pay or reimburse the Purchasers (to the extent incurred by them) for reasonable costs and expenses of the Purchasers and the Company’s officers and employees and any other expenses of the Purchasers, the Company and the Guarantors relating to investor presentations on any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), offering and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in sale of the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, Offered Securities including, without limitation, all any travel expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, Company’s and the Guarantors officers and employees and any advertising other expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by and the Underwriters’ default on their obligations to purchase Guarantors including the Securitieschartering of airplanes.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary ProspectusOffering Memorandum, any other Time of Sale Information, any Issuer Free Writing Prospectus Written Communication and the Prospectus Final Offering Memorandum (including any amendments amendment or supplements supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction DocumentsDocuments and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary hereinInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee Trustee, and any paying agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viii) all expenses (including the expenses of Company’s counsel) and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters)DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any or “road showinvestor” presentation to potential investors, fees including travel and disbursements lodging expenses, the cost of its counselchartering airplanes, stock transfer taxes payable on resale word processing charges, the costs of the Securities by themprinting or producing any investor presentation materials, messenger and any advertising duplicating service expenses, facsimile expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesand other customary expenditures.

Payment of Expenses. (a) Whether or not the transactions contemplated by this the Terms Agreement are consummated or this the Terms Agreement is terminated, the Company will and each of the Guarantors agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (iib) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iiic) the costs of reproducing and distributing each of the Transaction DocumentsTerms Agreement and the Securities; (ivd) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (ve) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vif) any fees charged by rating agencies for rating the Securities; (viig) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viiih) all expenses and application fees incurred by the Company in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the any offering by, the Financial Industry Regulatory Authority (“FINRA”) (including and in connection the related reasonable fees and expenses approval of counsel the Securities for the Underwriters); book entry transfer by DTC and (ixi) all expenses incurred by the Company in connection with any “road showroadshow” presentation to potential investors; provided, however, (except that the fees Underwriters shall pay their own expenses and expenses 50% of counsel incurred the cost of any aircraft, in each case, in connection with (a) preparing the Blue Sky Memorandum referenced in clause (vany such “roadshow”), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that that, except as provided in this AgreementSection and Section 9 hereof, the Underwriters will pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of any of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesthey may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its the Company's obligations hereunder, under this Agreement[,] [and] the [Trust] [Pooling and Servicing] Agreement [and the Indenture] including without limitation, limitation those related to: (i) the costs incident filing of the Registration Statement with respect to the authorizationSecurities and all amendments thereto, issuanceincluding Commission filing fees, sale(ii) the printing or photocopying and delivery to the Underwriter[s], preparation in such quantities as you may reasonably request, of copies of this Agreement, (iii) the preparation, registration, issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration StatementUnderwriter[s], the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses disbursements of the Company’s 's counsel and independent accountants; , and of any such counsel rendering a closing opinion with respect to matters of local law, (v) the qualification of the Securities under securities and Blue Sky laws and the determination of the eligibility of the Securities for investment in accordance with the provisions of Section 3(g), including filing fees and expenses the reasonable fees and disbursements of counsel for the Underwriter[s] in connection therewith and in connection with the preparation of any Blue Sky Survey and Legal Investment Survey, (vi) the printing and delivery to the Underwriter[s], in such quantities as you may reasonably request, of copies of the Registration Statement with respect to the Securities and all amendments thereto, of any preliminary prospectus and preliminary prospectus supplement and of the Final Prospectus and all amendments and supplements thereto, and of any Blue Sky Survey and Legal Investment Survey, (vii) the printing or photocopying and delivery to the Underwriter[s], in such quantities as you may reasonably request, of copies of the [Trust] [Pooling and Servicing] Agreement [and the Indenture], (viii) the fees charged by investment rating agencies for rating the Certificates, (ix) the fees and expenses, if any, incurred in connection with the registration or qualification listing of Certificates on any national securities exchange and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (viix) the fees and expenses of the Trustee [and any paying agent (including related reasonable fees the Indenture Trustee] and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its [its] [their respective] counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Notes and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any Prospectus, and all amendments or and supplements thereto) , and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsdocuments relating to this offering; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Notes under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum Survey (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the SecuritiesNotes; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viii) the filing fees and expenses (including up to $20,000 of legal fees and disbursements) incident to securing any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Notes; (ix) all expenses and application fees incurred in connection with the approval of the Securities Notes for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority DTC; (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), investors and (bxi) any filings and clearance by FINRA referenced in clause (viii)all other fees, shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters referred to in connection with any “road show” presentation to potential investors, fees and disbursements Item 14 of its counsel, stock transfer taxes payable on resale Part II of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the SecuritiesRegistration Statement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its and the Selling Stockholder’s obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonably incurred fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the reasonable related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates, if applicable; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)registrar; (viii) all expenses and application fees and reasonably incurred fees and expenses of counsel for the Underwriters incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority FINRA (“FINRA”) (including the related reasonable such fees and expenses disbursements of counsel for the UnderwritersUnderwriters pursuant to this clause (viii) not to exceed $50,000); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, provided however, that the fees and expenses Underwriters shall be responsible for 50% of counsel the costs of any private aircraft incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), roadshow; and (bx) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by and application fees related to the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale listing of the Securities by them, and any advertising expenses connected with any offers it makes. For Shares on the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the SecuritiesExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state or foreign securities or blue sky laws laws, and, if requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such jurisdictions as qualifications, registrations and exemptions, (vi) the Representatives may designate filing fees incident to, and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses disbursements of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged Underwriters in connection with, the review, if any, by rating agencies for rating the Securities; FINRA of the terms of the sale of the Notes, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (viii) any paying agent fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and expenses (including related reasonable fees and expenses of one counsel to each counsel) of such parties); the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer, (viiix) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and application fees (xi) all other fees, costs and expenses incurred in connection with the approval performance of the Securities its obligations hereunder for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company which provision is not otherwise made in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregatethis Section. It is understood, however, that except Except as provided in this AgreementSection 4 and Sections 6, 8 and 9 hereof, the Underwriters will shall pay all costs and expenses incurred by themtheir own expenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Issuer Free Writing Prospectus, any Time of Sale Information, any Issuer Free Writing Prospectus Information and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any the paying agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters)Authority; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (bx) any filings all expenses and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in application fees related to the aggregate. It is understoodlisting of the Underlying Shares on the Exchange; provided, however, that except as provided in Section 7 or this AgreementSection 11, the Underwriters will shall pay all their own costs and expenses incurred by themexpenses, including, including without limitation, all expenses incurred by limitation the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesthey make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company TWFG Parties, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable and documented fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates, if applicable; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)registrar; (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters shall be responsible for 50% of the third party costs of any private aircraft used by both the Company and the Underwriters incurred in connection with such “road show”; (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market and (xi) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program; provided, however, that the amount payable by the Company pursuant to clauses (v) and (viii) of this Section 11(a) shall not exceed $[●] in the aggregate for fees and expenses of counsel incurred in connection with (a) preparing to the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregateUnderwriters. It is understoodis, however, understood that except as provided in this AgreementSection [11] or Section [7] hereof, the Underwriters will shall pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not The Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Bank jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunderunder this Agreement, including without limitation, but not limited to (i) the costs incident to cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees including the authorizationfiling fees paid by the Agent referenced below, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and cost of printing and filing under distributing the Securities Act of materials used in the Registration StatementOfferings, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; blue sky qualification (iv) the including fees and expenses of blue sky counsel) of the Company’s counsel and independent accountants; Securities in the various states, (viv) the fees and expenses incurred in connection with obtaining the registration listing or qualification and determination of eligibility for investment quotation of the Securities under on a national or regional securities exchange or system, (v) all fees and disbursements of the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate Company’s, and the preparationBank’s counsel, printing accountants and distribution of a Canadian wrapper other advisors, and Blue Sky Memorandum (including in each case vi) the related reasonable 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 Company or the Bank will reimburse the Agent for such fees and expenses whether or not the UnderwritersConversion is consummated; provided, however, that the Company Agent shall not incur any substantial expenses on behalf of the Company or the Bank without prior approval, which approval will not be unreasonably withheld. The Company and the Bank jointly and severally agree to pay for any such Blue Sky 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, (ii) all reasonable documented out-of-pocket expenses up to $60,000 (which may be increased to $75,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings) incurred by the Agent in connection with its services as marketing agent as described above including, without limitation, travel, meals, lodging, postage, syndication and documentation expenses, and up to $100,000, incurred by the Agent on legal fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ixiii) all reasonable out-of-pocket expenses incurred by the Company in connection with any “road show” presentation up to potential investors$30,000 as records agent and stock information center manager; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the Company and the Bank. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of counsel incurred this Section 4 shall be due and payable upon receipt by the Company or the Bank of a written accounting therefor setting forth in connection with (a) preparing reasonable detail the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the SecuritiesAgent.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its the Company’s obligations hereunderunder this Agreement, including without limitationincluding, but not limited to, (i) the costs incident to the authorizationany Commission registration and filing fees, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and any filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and other expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Securities for sale under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate Representative designates and the preparation, preparation and printing and distribution of a Canadian wrapper and Blue Sky Memorandum memoranda relating thereto (including in each case reasonable fees and disbursements of counsel to the Underwriters related thereto), (iii) costs and expenses related to the review, if any, by FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of counsel for the Underwriters; providedUnderwriters relating to such qualification, howeverapproval or review), that (iv) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities, (v) fees and expenses, if any, incident to listing the Offered Securities on the New York Stock Exchange and/or including in each established over-the-counter market on which securities similar to the Offered Securities issued by the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummatedlisted or traded, notwithstanding anything to the contrary herein); (vi) expenses incurred in preparing, printing and distributing preliminary prospectuses and the Final Prospectus (including any fees charged by rating agencies amendments and supplements thereto) to the Underwriters and for rating the Securities; expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (vii) all printing, copying, messenger and delivery expenses of certificates, if any, for the fees Offered Securities in a form eligible for deposit with DTC, (viii) the fees, charges and expenses of counsel to the Trustee Company and of its independent public accountants and any paying agent other accounting fees, charges and expenses incurred by the Company (including related reasonable fees any expenses arising from any “comfort” letters, “agreed upon procedures letters,” opinions or any special audits incident to or required by any registration or qualification), (ix) the fees, charges and expenses of one firm of counsel to each of such partiesfor the Selling Shareholders (which firm shall be selected by the Selling Shareholders); , and (viiix) all any expenses and application fees described in clauses (i) through (x) incurred in connection with the approval marketing and sale of the Securities for book-entry transfer by DTC and any filing withOffered Securities, and clearance regardless of the offering bywhether a registration is effected, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregatemarketing is commenced or sale is made. It is understood, however, that that, except as otherwise provided in this Agreementherein, the Underwriters will pay all of their own costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesexpenses.

Payment of Expenses. (a) Whether The Company will pay, or reimburse if paid by the Representative, whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the entry into and performance under this Agreement by the Company, and without limiting the generality of its obligations hereunderthe foregoing, including without limitation, all costs and expenses incident to (i) the costs incident to the authorization, issuance, salepurchase, preparation sale and delivery of the Securities and any taxes payable in that connection; Shares to the Underwriters, (ii) the costs incident to registration of the preparation Shares and preparing, printing and filing under the Securities Act of shipping the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Statement and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; underwriting documents, (iii) the costs of reproducing and distributing each filing fees of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering byCommission, the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) (including fees for American Stock Exchange) and state securities and “Blue Sky” commissioners and authorities in connection with the related Registration Statement and this Agreement, and the reasonable fees fees, disbursements and expenses of counsel for the UnderwritersUnderwriters in connection with state securities or “Blue Sky” matters and review by FINRA, (iv) the fees and disbursements of counsel and accountants for the Company, (v) the furnishing to the Representative and, to the extent requested, the other Underwriters of copies of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus, this Agreement, the Blue Sky survey (preliminary and final); , and of the documents required by paragraphs (b), (c), (d) and (e) of Section 6.1, to be so furnished, including costs of preparing, printing and shipment, (vi) the preparation, printing, mailing, delivery, filing and distribution by the Company of all supplements and amendments to the Prospectus required by paragraph (e) of Section 6.1, (vii) the furnishing to the Representative and the other Underwriters of all reports and financial statements required by paragraphs (f) and (g) of Section 6.1, (viii) the holding of informational meetings related to the offer and sale of the Shares and all other road show expenses, and (ix) all advertising costs and expenses incurred by related to the offer and sale of the Shares, including publishing a “tombstone” advertisement in the national edition of the Wall Street Journal. In addition to the foregoing expenses, the Company shall at the Initial Closing Date pay to the Representative a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Primary Shares. If the sale of the Shares to the several Underwriters pursuant to this Agreement is not consummated for any reason, other than as specified in connection with any “road show” presentation to potential investors; providedSection 9, however, that the Company will reimburse the several Underwriters for all of their out-of-pocket expenses (including reasonable fees and expenses of counsel incurred in connection with (acounsel) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation this Agreement or in investigating, preparing to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of market or marketing the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the SecuritiesShares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and Carnival plc jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in connection therewith (including any amount paid in respect of value added tax (“VAT”), except to the extent that connectionthe Underwriter determines that it is able to obtain a credit or timely repayment of such VAT by way of VAT input tax or similar mechanism); (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the UnderwritersUnderwriter); provided, however, that (v) the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein)cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viiivi) all reasonable expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters)FINRA in an aggregate amount not to exceed $15,000; and (ixvii) all expenses incurred by and application fees related to the Company in connection with listing of the Shares on the Exchange. Subject to this Section 11(a) and Section 11(b) and any “road show” presentation to potential investors; providedreimbursement arrangement between the Company, howeverCarnival plc and the Underwriter, that the Underwriter shall pay the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its own counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not any of the transactions contemplated by this Agreement Offering or the Transactions are consummated or this Agreement is terminated, the Company will to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs all costs, expenses, fees and taxes incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and with: (A) the preparation, printing and distribution of a the Time of Sale Document and the Final Offering Memorandum and any Canadian wrapper “wrapper” and all amendments and supplements thereto (including, without limitation, financial statements and exhibits), and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith, (B) the negotiation, printing, processing and distribution (including, without limitation, word processing and duplication costs) and delivery of, each of the Documents, (C) the preparation, issuance and delivery of the Securities, (D) the qualification of the Securities for offer and sale under the securities or “Blue Sky Memorandum Sky” laws of U.S. state or non-U.S. jurisdictions (including, without limitation, the fees and disbursements of the Initial Purchasers’ counsel relating to such registration or qualification), and (E) furnishing such copies of the Time of Sale Document and the Final Offering Memorandum, and all amendments and supplements thereto, as may reasonably be requested for use by the Initial Purchasers, (ii) all fees and expenses of the counsel, accountants and any other experts or advisors retained by the Company or the Guarantors, (iii) all fees and expenses (including fees and expenses of counsel) of the Company or the Guarantors in each case connection with approval of the related Securities by DTC for “book-entry” transfer, (iv) all fees charged by rating agencies, if any, in connection with the rating of the Securities, (v) all fees and expenses (including reasonable fees and expenses of counsel for counsel) of the Underwriters; providedTrustee, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that investors and fifty percent (50%) of the fees and expenses cost of counsel incurred private aircraft chartered in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any such “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers (it makes. For the avoidance of doubt, it is being understood that the Company other fifty percent (50%) of the cost of such aircraft chartered in connection with the “road show” presentation shall not pay or reimburse any costs, be paid by the Initial Purchasers) and (vii) all other out-of-pocket expenses (including fees or and expenses of their legal counsel) incurred by the Underwriters’ default on Initial Purchasers and their obligations designated affiliates in connection with their services to purchase the Securitiesbe provided hereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedSubject to compliance with FINRA Rule 5110(f)(2)(D), the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderreasonable costs, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to potential investorsthe issuance, delivery and qualification of the Shares (including all printing and engraving costs); provided, however, that the (ii) all fees and expenses of counsel incurred the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Shares; (aiv) preparing all fees and expenses of the Blue Sky Memorandum referenced in clause Company’s counsel, independent public or certified public accountants and other advisors; (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by themin connection with the preparation, includingprinting, without limitationfiling, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Preliminary Prospectus, the Final Prospectus and each prospectus supplement, if any, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Underwriters Company or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (vii) if applicable, the filing fees incident to the review and approval by FINRA of the Placement Agent’s participation in the offering and distribution of the Shares; (viii) the fees and expenses associated with including the Shares on the Trading Market; (ix) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “road showroadshow,” presentation if any; provided that all fees and expenses incurred by the Placement Agent in (vi) and (vii) above must be pre-approved by the Company. The Company shall be obligated to potential investors, pay or reimburse the Placement Agent for any reasonable and documented out of pocket fees and disbursements of its the Placement Agent’s legal counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood The maximum amount that the Company shall not be required to pay or reimburse any coststhe Placement Agreement (including with respect to Placement Agent’s legal counsel) pursuant to this section shall be US$125,000; provided, that, the Company shall only be obligated to reimburse reasonable and documented out of pocket fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesand expenses.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Issuer Free Writing Prospectus, any Time of Sale Information, any Issuer Free Writing Prospectus Information and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)registrar; (viii) all reasonable expenses (including the fees and expenses of Underwriters’ counsel) and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that investors including the fees pro-rata (based on the number of passengers from the Company and expenses the Underwriters) cost of counsel incurred any aircraft chartered in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), road show; and (bx) any filings all expenses and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in application fees related to the aggregatelisting of the Shares on the NYSE. It is understood, however, that except as provided in this AgreementSection 13 or Section 9 hereof, the Underwriters underwriters will pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on the resale of any of the Securities Shares owned by them, and any advertising expenses connected with any offers it makesthey may make and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the road show including the pro-rata (based on the number of passengers from the Company and the Underwriters) cost of any aircraft chartered in connection with the road show. For the avoidance of doubt, it It is further understood that the Company shall not Selling Stockholders will pay or reimburse all of their own costs and expenses, including the fees of their respective counsel and stock transfer taxes on the sale of their shares, except as provided in any costsseparate agreement relating to the allocation of payment of expenses between the Company, fees or expenses incurred by on the Underwriters’ default one hand, and the Selling Stockholders, on their obligations to purchase the Securitiesother hand.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, (A) the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Final Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (iv) the fees and expenses of the Company’s 's counsel and independent accountantsaccountants (including the accountants with respect to NDD); (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate designate, subject to Section 5(g) hereof, and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the National Association of Securities Dealers, Inc.; (ix) all expenses incurred by the Company in connection with any “"road show” " presentation to potential investors; and (x) all expenses and application fees related to the listing of the Shares on Nasdaq and (B) each Selling Stockholder will pay or cause to be paid all costs and expenses of counsel for such Selling Stockholder incident to the performance of such Selling Stockholder's obligations hereunder; provided, however, that in accordance with the terms of the Registration Rights Agreement, the Company shall pay the reasonable fees and expenses of one counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesfor Tekelec.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation copying and delivery distribution of the Securities Indenture and any taxes payable in that connectionthe preparation of the certificates representing the Securities; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereofthereof and the listing of the Securities on the NYSE; (iii) the costs printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of reproducing such copies of any Preliminary Prospectus Supplement, any Issuer Free Writing Prospectus, any Time of Sale Information and distributing the Prospectus, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Transaction DocumentsSecurities; (iv) the fees preparation, printing, authentication, issuance and expenses delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Company’s counsel and independent accountantsSecurities; (v) the printing (or reproduction) and delivery of this Underwriting Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate (including filing fees) and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); (vii) the transportation and (ix) all other expenses incurred by the or on behalf of Company representatives in connection with any “road show” presentation presentations to potential investorsprospective purchasers of the Securities; provided, however, that (viii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (ix) any fees charged by securities rating services for rating the Securities; (x) the fees and expenses of the Trustee and any agent of the Trustee, including any paying agent, and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (xi) all expenses and application fees incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v)any filing with, and clearance of any offering by the Financial Industry Regulatory Authority, Inc.; (bxii) any filings all fees and clearance expenses (including reasonable fees and expenses of counsel) in connection with the approval of the Securities by FINRA referenced in clause Clearstream and Euroclear for book-entry transfer; and (viii), shall not exceed $10,000 in xiii) all other costs and expenses incurred by the aggregateCompany incident to the performance by the Company of its obligations hereunder. It is understood, however, that except as provided in this AgreementSection 10 and Section 7, the Underwriters will pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Company will and the Guarantor agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the each Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, the Time of Sale Information and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantor’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters; provided, however, that the Company shall Underwriters in an aggregate amount not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary hereinexceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent the Paying Agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority Authority, (“FINRA”ix) the approval of the Securities for book-entry transfer through the facilities of Clearstream and Euroclear; (including x) the related reasonable fees and expenses incurred in connection with the listing of counsel for the Underwriters)Securities on the GEM; and (ixxi) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except Except as provided otherwise stated in this AgreementSection 11, the Underwriters will shall pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable and the Company shall have no liability for such fees and disbursements. Each Underwriter agrees severally to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on resale the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule 1 bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities by them(with respect to each Underwriter, and any advertising expenses connected with any offers it makesthe “Pro Rata Expenses”). For Notwithstanding anything contained in the avoidance of doubtInternational Capital Markets Association Primary Market Handbook, it is understood each Underwriter hereby agrees that the Company shall not pay or reimburse any costs, Settlement Lead Manager (as defined in Section 17 hereof) may allocate the Pro Rata Expenses to the account of such underwriter for settlement of accounts (including payment of such Underwriter’s fees or expenses incurred by the Underwriters’ default on their obligations to purchase Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the SecuritiesClosing Date.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Issuer Free Writing Prospectus, any Time of Sale Information, any Issuer Free Writing Prospectus Information and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)registrar; (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses National Association of counsel for the Underwriters)Securities Dealers, Inc.; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except Except as otherwise provided in this Agreementherein, the Underwriters will pay all of their own costs and expenses incurred by themin connection with the transactions contemplated hereby, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements expenses of its counseltheir counsel and transfer taxes, stock transfer taxes payable if any, on the resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs reasonable and necessary expenses incident to the performance of its obligations hereunderunder this Agreement and each Terms Agreement, including without limitation(a) the preparing, printing or other production and filing of the Registration Statement (as originally filed) and all amendments thereto, (ib) the costs incident to the authorizationpreparation, issuance, sale, preparation issuance and delivery of the Securities and any taxes payable in that connection; to the Underwriters, (iic) the costs incident reasonable fees and disbursements of the Company’s counsel and accountants and of the Trustee and its counsel, (d) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(G), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Survey, (e) the printing or other production and delivery to the preparation and printing and filing under the Securities Act Underwriters in quantities as hereinabove stated of the Registration Statement, copies of the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Final Prospectus (including and any amendments or supplements thereto) and the distribution thereof; , (iiif) the costs production and delivery to the Underwriters of reproducing and distributing each copies of the Transaction Documents; Indenture and any Blue Sky Survey reasonably requested by the Representatives, (ivg) the fees of rating agencies, (h) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses expenses, if any, incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the state or foreign on any securities or blue sky laws of such jurisdictions as the Representatives may designate exchange, and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (viii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees expenses, if any, incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, FINRA and (y) the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in connection therewith. If a Terms Agreement is terminated by the Representatives in accordance with the provisions of Section 4 or Sections 9(i) and 9(iv); and (ix) all expenses incurred , or if the sale of any Securities provided for herein or in any Terms Agreement is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied by the Company in connection or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreementprovision hereof, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by Company shall reimburse the Underwriters named in connection with any “road show” presentation to potential investorssuch Terms Agreement for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of its counselcounsel for the Underwriters, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses have been incurred by them in connection with the Underwriters’ default on their obligations to proposed purchase and sale of the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and its own expenses incident to the performance of its obligations hereunderunder this Agreement and in connection with the Rights Offering, including without limitationincluding, but not limited to, expenses relating to (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, Statement as originally filed and of each amendment thereto and of the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto, (ii) the preparation, issuance and delivery of the distribution thereof; certificates for the Shares and exercise forms relating to the Rights, (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses disbursements of the Company’s counsel (including the fees and independent disbursements of local counsel) and accountants; , (iv) the qualification of the Rights and the Shares under securities laws in accordance with the provisions of Section 4(l) of this Agreement, including filing fees and, subject to Section 5(b), the reasonable out-of-pocket fees and expenses relating to the preparation and delivery of any Blue Sky Letter by counsel to the Dealer Manager, (v) 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 printing and other production and delivery of copies of any Blue Sky Letter, (vii) the reasonable out-of-pocket fees and expenses incurred with respect to any filing with the Financial Industry Regulatory Authority (“FINRA”), (viii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under Shares on the state Nasdaq Global Select Market, (ix) the printing or foreign securities or blue sky laws of such jurisdictions as other production, mailing and delivery expenses incurred in connection with the Representatives may designate Prospectus and the preparationOffering Materials, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (viix) the fees and expenses incurred by the Company with respect to the Subscription Agent and Information Agent, (xi) all reasonable out-of-pocket fees and expenses, if any, and subject to Section 5(b), incurred by the Dealer Manager and Soliciting Dealers in connection with their mailing and handling of materials related to the Rights Offering to their customers and (xii) all other fees and expenses, including the expenses of the Trustee and any paying agent Company of a roadshow, if any, (including related reasonable fees and expenses but excluding the announcement, if any, of one counsel to each of such parties); (viiithe Rights Offering in The Wall Street Journal) all expenses and application fees incurred in connection with or relating to the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the SecuritiesRights Offering.

Payment of Expenses. (a) Whether or not Regardless of whether the transactions contemplated by this Agreement are consummated or whether this Agreement is terminated, the Company will Co-Issuers and the Parent shall pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Notes and any taxes payable in that connectionconnection therewith; (ii) the costs and expenses incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Information and the Prospectus Offering Memorandum (including any all exhibits, attachments, amendments or and supplements thereto) and the distribution thereofthereof in connection with the offering, purchase, sale, resale and delivery of the Notes; (iii) the costs of reproducing and distributing each of the Transaction Basic Documents; (iv) the reasonable costs and expenses of the Placement Agent, including the fees and expenses of its counsel, transfer taxes on resale of any of the Notes by the Placement Agent, any advertising expenses and other expenses incurred by the Placement Agent in connection with offering or reoffering the Notes and/or entering into purchase contracts with investors in the Notes; (v) the fees and expenses of the Company’s counsel to the Co-Issuers, the Parent and independent accountants; (vvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Notes under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Placement Agent may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) blue sky” memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersPlacement Agent); (vii) any fees charged by the Rating Agencies for rating and surveillance of the Notes; (viii) the fees and expenses of the Trustee and the CLO Servicer (including related reasonable fees and expenses of any counsel to such parties), except to the extent otherwise set forth in the Basic Documents; (ix) all expenses and application fees incurred in connection with the application for the approval of all the Notes for book-entry transfer by the Company DTC; (x) all reasonable expenses incurred in connection with any “road show” presentation to potential investors; provided, however, that (xi) the fees costs and expenses of counsel incurred the Co-Issuers in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), purchase of the Loan Obligations; and (bxii) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all other costs and expenses incurred by them, including, without limitation, all expenses incurred by incident to the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale performance of the Securities by them, obligations of the Co-Issuers and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood Parent hereunder that the Company shall are not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesotherwise specifically provided for in this Section 9(a).

Payment of Expenses. (a) Whether The Company will pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the entry into and performance under this Agreement by the Company, and without limiting the generality of its obligations hereunderthe foregoing, including without limitation, all costs and expenses incident to (i) the costs incident to the authorization, issuance, salepurchase, preparation sale and delivery of the Securities and any taxes payable in that connection; Shares to the Underwriters, (ii) the costs incident to registration of the preparation Shares and preparing, printing and filing under the Securities Act of shipping the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Statement and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; underwriting documents, (iii) the costs of reproducing and distributing each filing fees of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering byCommission, the Financial Industry Regulatory Authority Authority, Inc. (“FINRA”) (including fees for the related NASDAQ Global Market) and state securities and “Blue Sky” commissioners and authorities in connection with the Registration Statement and this Agreement, and the reasonable fees fees, disbursements and expenses of counsel for the UnderwritersUnderwriters in connection with state securities or “Blue Sky” matters and review by FINRA, (iv) the fees and disbursements of counsel and accountants for the Company, (v) the furnishing to the Representatives and, to the extent requested, the other Underwriters of copies of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the Prospectus, this Agreement, the Blue Sky survey (preliminary and final); , and of the documents required by paragraphs (b), (c), (d) and (e) of Section 6.1, to be so furnished, including costs of preparing, printing and shipment, (vi) the preparation, printing, mailing, delivery, filing and distribution by the Company of all supplements and amendments to the Prospectus required by paragraph (e) of Section 6.1, (vii) the furnishing to the Representatives and the other Underwriters of all reports and financial statements required by paragraphs (f) and (g) of Section 6.1, (viii) the holding of informational meetings related to the offer and sale of the Shares and all other road show expenses, and (ix) all advertising costs and expenses incurred by related to the offer and sale of the Shares, including publishing a “tombstone” advertisement in the national edition of the Wall Street Journal. In addition to the foregoing expenses, the Company shall at the Initial Closing Date pay to the Representatives a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Primary Shares. If the sale of the Shares to the several Underwriters pursuant to this Agreement is not consummated for any reason, other than as specified in connection with any “road show” presentation to potential investors; providedSection 9, however, that the Company will reimburse the several Underwriters for all of their out-of-pocket expenses (including reasonable fees and expenses of counsel incurred in connection with (acounsel) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation this Agreement or in investigating, preparing to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of market or marketing the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the SecuritiesShares.

Payment of Expenses. (a) Whether or not The Company agrees to pay the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident relating to the performance of its obligations hereunder, including without limitation, following matters: (i) the costs incident to preparation, printing or reproduction and filing with the authorization, issuance, sale, preparation and delivery Commission of the Securities Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any taxes payable in that connectionof them; (ii) the costs incident to the preparation printing (or reproduction) and printing delivery (including postage, air freight charges and filing under the Securities Act charges for counting and packaging) of such copies of the Registration Statement, the each Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing the Prospectus and the Prospectus (including any all amendments or supplements thereto) to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the distribution thereofSecurities; (iii) the costs preparation, printing, authentication, issuance and delivery of reproducing certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and distributing each sale of the Transaction DocumentsSecurities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the listing fee of the American Stock Exchange, (ix) the transportation and other expenses incurred by or on behalf of Company and its officers in connection with presentations to prospective purchasers of the Securities; (x) the fees and expenses of the Company’s counsel accountants and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (aincluding local and special counsel) preparing for the Blue Sky Memorandum referenced in clause (v), Company; and (bxi) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all other costs and expenses incurred by them, including, without limitation, all expenses incurred incident to the performance by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements Company of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitieshereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may reasonably designate and and, if required, the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable reasonably incurred fees and expenses of counsel for the UnderwritersUnderwriter related thereto); provided, however, that (v) the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein)cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, FINRA; (viii) all expenses and application fees related to the Financial Industry Regulatory Authority (“FINRA”) (including listing of the related reasonable fees and expenses of counsel for Shares on the Underwriters)Exchange; and (ix) all reasonable out-of-pocket accountable expenses actually incurred by the Underwriter, including, without limitation, legal fees and disbursements of counsel to the Underwriter, provided that the Company shall not be required to reimburse the legal fees and disbursements of counsel to the Underwriter in excess of $85,000 with respect to the offering; (x) all costs of background investigations, and (xi) all of the travel and lodging expenses of the Company or the Underwriter and any of their employees incurred by them in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated consummated, Borrower will promptly (and in any event, within 30 days after any invoice or this Agreement is terminated, the Company will pay other statement or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, notice) pay: (i) the costs incident to the authorizationall transfer, issuancestamp, salemortgage, preparation and delivery documentary or other similar taxes, assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the Securities and other Loan Documents or any taxes payable in that connection; other document referred to herein or therein, (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related all reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by themor on behalf of Administrative Agent and Calculus, includingin its capacity as the Lender, without limitation(including attorneys’ fees, consultants’ fees and engineering fees, travel costs and miscellaneous expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Loan Documents, and any and all consents, waivers, amendments or modifications or other documents or instruments relating thereto, (2) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or refiled or re-recorded by the terms of any Loan Document, (3) the borrowings hereunder and other action reasonably required in the course of administration hereof, (4) monitoring or confirming (or preparation or negotiation of any document related to) Borrower’s compliance with any covenants or conditions contained in this Agreement or in any Loan Document, and (iii) all reasonable costs and expenses incurred by or on behalf of the Underwriters Administrative Agent or any Lender Party (including reasonable attorneys’ fees, consultants’ fees and accounting fees) in connection with the defense or enforcement of any “road show” presentation to potential investors, fees of the Loan Documents (including this section and disbursements including proceedings in bankruptcy) or the defense of the Administrative Agent’s or any Lender Party’s exercise of its counselrights thereunder (including proceedings in bankruptcy). In addition to the foregoing, stock transfer taxes payable on resale of the Securities by themuntil all Obligations have been paid in full, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not Bxxxxxxx will also pay or reimburse any costsAdministrative Agent for all reasonable out-of-pocket costs and expenses of Administrative Agent or its agents or employees in connection with the continuing administration of the Loans and the related due diligence of Administrative Agent, including travel and miscellaneous expenses and fees or and expenses incurred by of Administrative Agent’s outside counsel, reserve engineers and consultants engaged in connection with the Underwriters’ default on their obligations to purchase the SecuritiesLoan Documents.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing reproducing, distributing and distributing each of the Transaction Documentsfiling this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) up to $5,000 of the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the reasonable and documented related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) the filing fees and up to $10,000 of all expenses incurred by the Underwriters in connection with any filing with, and clearance of the offering by, FINRA, including the fees and expenses of counsel for the Trustee Underwriters (ix) all expenses incurred by the Company in connection with any roadshow presentation to potential investors in connection with the offering and sale of the Securities including, without limitation, (1) any paying agent travel expenses of the Company’s officers and employees and (including 2) any other expenses of the Company, provided that the cost of chartering of airplanes shall be split 50/50 between the Company and the Underwriters; (x) all expenses and application fees related reasonable to the listing of the Securities on the NYSE; (xi) the fees and expenses in connection with the registration of one counsel to each of such parties)the Securities under the Exchange Act; and (viiixii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregateDTC. It is understood, however, that that, except as otherwise provided in this Agreement, the Underwriters will pay all costs fees and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by counsel for the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable and documented fees and expenses of counsel for the Underwriters); provided, however, that (v) the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein)cost of preparing stock certificates; (vi) the costs and charges of any fees charged by rating agencies for rating the Securitiestransfer agent and any registrar; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) FINRA (including the related reasonable fees and expenses of counsel for the Underwriters); provided that the amount payable by the Company with respect to fees and disbursements of the Underwriters and counsel for the Underwriters pursuant to this subsection (ixvii) shall not exceed $45,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, provided however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them, including, without limitation, all expenses incurred by the Underwriters them in connection with any the “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them”, and any advertising expenses connected with any offers it makes. For the avoidance of doubtprovided, it is understood further, that the Company shall not and the Underwriters will each pay or reimburse 50% of the cost of any costs, fees or expenses incurred aircraft chartered to be used in connection with such road show by both the Company and the Underwriters’ default ; and (ix) all expenses and application fees related to the listing of the Shares on their obligations to purchase the SecuritiesNasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Issuer Free Writing Prospectus, any Time of Sale Information, any Issuer Free Writing Prospectus Information and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documentstransaction documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC DTC; (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters)Authority; and (ixx) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided. The Underwriters severally agree to reimburse the Company for its reasonable, howeverdocumented, that the fees out-of-pocket costs and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced offering of Securities hereby in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed an amount up to $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred 500,000 within five business days following receipt by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that Representatives from the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesof an invoice documenting such expenses.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Company will and the Guarantor agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the each Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, the Time of Sale Information and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantor’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters; provided, however, that the Company shall Underwriters in an aggregate amount not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary hereinexceed $10,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent the Paying Agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority Authority, and the approval of the Securities for book-entry transfer through the facilities of Clearstream and Euroclear; (“FINRA”ix) (including the related reasonable fees and expenses incurred in connection with the listing of counsel for the Underwriters)Securities on the GEM; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except Except as provided otherwise stated in this AgreementSection 11, the Underwriters will shall pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, have no liability for such fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesand disbursements.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and JEH LLC, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the related reasonable fees and expenses of Underwriters’ counsel in an amount not to exceed $15,000); (ix) all costs and expenses of the officers and employees of the Company and JEH LLC and any other expenses of the Company and JEH LLC relating to any investor or “road show” presentations in connection with the offering and sale of the Shares, including, without limitation, any travel expenses of the officers and employees of the Company and JEH LLC and any other expenses of the Company and JEH LLC, provided it is expressly agreed that the Company and JEH LLC, on the one hand, and the Underwriters, on the other, will each pay 50% of the costs of any chartered aircraft used by the Underwriters and the Company or JEH LLC in connection with any such meetings with investors (it being understood that the Underwriters will bear all other expenses incurred by the Company Underwriters in connection with any “road show” presentation to potential investorsroadshow, including travel, car and meeting venue expenses); provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (bx) any filings all expenses and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in application fees related to the aggregatelisting of the Shares on the Exchange. It is understood, however, that except as provided in this AgreementSection and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, their counsel and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesthey make.

Payment of Expenses. (a) Whether The Partnership agrees with the Manager that whether or not the transactions contemplated by this Agreement hereunder are consummated or this Agreement is terminated, to pay all of its own expenses incurred in connection with the Company performance of its obligations under this Agreement, and the Partnership will pay pay, or cause to be reimburse if paid by the Manager, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of its the obligations hereunderof the Partnership under this Agreement, including without limitationincluding, but not limited to, such costs, expenses, fees and taxes in connection with (i) the costs incident to the authorizationpreparation, issuanceprinting or reproduction, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under with the Securities Act Commission of the Registration Statement, the Preliminary Base Prospectus, any other Time of Sale Informationthe Prospectus Supplement, any Issuer the Prospectus, each Permitted Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto, and printing (or reproduction) and delivery (including postage, air freight charges, charges for counting and packaging and charges relating to electronic delivery) of copies of each thereof to the distribution Manager, (ii) the preparation, printing, authentication, registration, issuance, sale and delivery of the Units, including the costs and expenses of any registrar, transfer agent and any agent thereof; , including any reasonable fees and disbursements of counsel therefor and any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Units, (iii) the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Manager (including costs of reproducing mailing and distributing each of the Transaction Documents; shipment), (iv) the registration or qualification of the Units for offering and sale under state laws and the determination of their eligibility for investment under state or foreign law and the preparation of any Canadian “wrapper” (including the reasonable legal fees and expenses filing fees and other disbursements of U.S. and any Canadian or other foreign counsel for the Company’s counsel Manager in connection therewith) and independent accountants; the printing and furnishing of copies of any blue sky surveys and any such Canadian “wrapper” to the Manager, (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities Units on the NYSE and any registration thereof under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparationExchange Act, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance any review of the public offering of the Units by, the Financial Industry Regulatory Authority (“FINRA”) (, including the related reasonable legal fees and expenses disbursements of counsel for the Underwriters); Manager relating to FINRA matters and (ixvii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, reasonable fees and disbursements of its counsel, stock transfer taxes payable on resale the Partnership’s and Manager’s counsel and of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the SecuritiesPartnership’s accountants.

Payment of Expenses. (a) Whether The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will to pay or cause to be paid all costs costs, expenses, fees and expenses incident to the performance of its obligations hereunder, including without limitation, taxes incurred in connection with (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Shares and any stamp duties or other taxes payable in that connection; (ii) the costs incident to , and the preparation and printing of certificates for the Shares; (b) the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including any exhibits thereto), the any Preliminary Prospectus, any other Time of Sale Informationthe Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (c) the Prospectus distribution of the Registration Statement (including any amendments exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplements supplement thereto) and the distribution thereof, or any document incorporated by reference therein, all as provided in this Agreement; (iiid) any required review by the costs of reproducing and distributing each Financial Industry Regulatory Authority (the “FINRA”) of the Transaction Documents; terms of sale of the Shares (iv) the including filing fees and any reasonable fees and expenses of counsel to the Company’s counsel and independent accountantsUnderwriters relating to such review) not exceeding a total amount of $15,000; (ve) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities Shares on the NYSE MKT; (f) the qualification of the Shares under the state or foreign securities or blue sky laws of such the several jurisdictions as the Representatives may designate provided in Section 5(a)(ix) and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum or Canadian “wrapper” (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred Underwriters in connection with such qualification) not exceeding a total amount of $10,000; (g) the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with investor presentations on any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred undertaken in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in marketing of the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by themShares, including, without limitation, all reasonable expenses incurred by associated with any electronic roadshow, travel and lodging expenses of the Underwriters representatives and officers of the Company and reasonable cost of any aircraft chartered in connection with any “the road show” presentation ; and (h) any other fees, costs and expenses of the nature referred to potential investors, fees and disbursements in Item 14 of Part II of the Registration Statement or otherwise incident to the performance by the Company of its counselobligations hereunder. Except as otherwise provided in this Section 6 or in Section 11, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company Underwriters shall not pay or reimburse any costs, fees or their own expenses incurred by in connection with the transactions contemplated hereby, including, without limitation the fees, disbursements and other charges of counsel for the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of this Agreement and the Transaction DocumentsDeposit Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum or Canadian wrapper (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided), however, provided that the Company shall not pay reimbursement obligation for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are does not consummated, notwithstanding anything to the contrary herein)exceed $5,000; (vi) any fees charged by rating agencies for rating the Securitiescost of issuing Shares; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)registrar; (viii) all expenses and application fees incurred by the Company in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, FINRA, and the Financial Industry Regulatory Authority (“FINRA”) (including fees and disbursements of counsel for the related reasonable Underwriters in connection with, any required review by the FINRA of the terms of the sale of the Shares, provided that the reimbursement obligation for any such fees and expenses representing fees and expenses of counsel for the Underwriters)Underwriters shall not exceed $30,000; and (ix) all travel and lodging expenses incurred by of the officers, directors and other members of the Company in connection with any “road show” presentation to potential investors; provided, howeverto the extent incurred by the Underwriters on behalf of such -42- persons, that and the fees cost of chartering aircraft for the Company and expenses of counsel incurred Underwriters in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), “road show” process; and (bx) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in all expenses and application fees related to the aggregatelisting of the Shares on the NASDAQ. It is understood, however, that except as provided in clause (ix) in this AgreementSection 11(a) and Section 11(b), the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investorspresentation; and except as provided in Section 7, clauses (v) and (viii) in this Section 11(a) and Section 11(b), the Underwriters will pay fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Securities, and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary U.S. Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, and the U.S. Prospectus (including any amendments amendment or supplements supplement thereto) and the distribution thereof; (iii) the costs of reproducing incident to the preparation, printing, and distributing each filing under Canadian Securities Laws of the Transaction DocumentsPreliminary Canadian Prospectus, the Final Canadian Prospectus and any Canadian Prospectus Amendment; (iv) the fees and expenses of the Company’s counsel counsel, independent accountants, and independent accountantspetroleum engineering firms; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing printing, and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)registrar; (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (bx) any filings all expenses and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in application fees related to listing of the aggregate. It is understood, howeverSecurities on the NYSE and the TSX; provided, that except as provided in this AgreementSection 10 and in Section 7 hereof, the Underwriters will shall pay all their own costs and expenses, including the costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not The Corporation covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Underwriters that the Company Corporation will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, following: (i) the costs incident to fees, disbursements and expenses of the authorization, issuance, sale, preparation Corporation's counsel and delivery accountants in connection with the registration of the Securities under the 1933 Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any taxes payable in that connectionPreliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the costs incident to the preparation and cost of printing and filing under the Securities Act of the Registration Statementor producing any Agreement among Underwriters, the Preliminary Prospectusthis Agreement, any other Time of Sale InformationPricing Agreement, any Issuer Free Writing Prospectus Indenture, any Blue Sky and the Prospectus legal investment memoranda, closing documents (including any amendments or supplements theretocompilations thereof) and any other documents in connection with the distribution thereofoffering, purchase, sale and delivery of the Securities; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and all expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities for offering and sale under state securities laws as provided in Section 4(b) hereof, including the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses disbursements of counsel for the Underwriters; provided, however, that Underwriters in connection with such qualification and in connection with the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein)Legal Investment Surveys; (viiv) any fees charged by securities rating agencies services for rating the Securities; (v) any filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the any Trustee and any paying agent (including related reasonable of any Trustee and the fees and expenses disbursements of one counsel to each of such parties)for any Trustee in connection with any Indenture and the Securities; (viii) all the fees and expenses and application fees incurred in connection with the approval any listing of the Designated Securities for book-entry transfer by DTC and any filing with, and clearance registration of the offering by, Designated Securities under the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters)1934 Act; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees other costs and expenses incident to the performance of counsel incurred its obligations hereunder which are not otherwise specifically provided for in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregatethis Section. It is understood, however, that that, except as provided in this AgreementSection, and Sections 7 and 10 hereof, the Underwriters will pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on upon resale of any of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesthey may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all reasonable and documented costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Issuer Free Writing Prospectus, any Time of Sale Information, any Issuer Free Writing Prospectus Information and the Prospectus (including any amendments amendment or supplements supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one any counsel to each of such parties); (viii) all expenses and application fees incurred in connection with any filing the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters)DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance sake of doubtclarity, it is understood that the Company shall not pay be obligated to pay, or reimburse any costscause to be paid, the fees or expenses incurred by of legal counsel to the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses actually incurred and incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (viv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (ixvii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including the fees and expenses of the QIU, acting as “qualified independent underwriter” within the meaning of the aforementioned Rule 5121 of FINRA); (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, investors (provided that the fees and expenses cost of counsel incurred in connection with (a) preparing any aircraft chartered for the Blue Sky Memorandum referenced in clause (vroad show shall be borne 50% by the Underwriters), ; and (bix) any filings all expenses and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in application fees related to the aggregatelisting of the Shares on the Exchange. It is understood, however, that except as provided in this AgreementSection, the Underwriters will pay all of their costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, including fees and disbursements of its their counsel, stock transfer taxes payable on resale of any of the Securities Shares by them, and any advertising expenses connected with any offers it makes. For they may make and 50% of the avoidance cost of doubt, it is understood that any aircraft chartered for the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesroad show.

Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Shares to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the preparation and printing and filing registration of the Shares under the Securities Act Act; (c) the costs incident to the preparation, printing and distribution of the Registration Statement, the Preliminary Base Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by reference therein; (d) the Prospectus reasonable and documented fees and expenses of counsel to the Underwriters incurred in connection with securing any required review by FINRA and any filings made with FINRA; (including any amendments or supplements theretoe) all costs and expenses incident to listing the Shares on the NASDAQ Global Market; (f) the fees and expenses of counsel for the Underwriters incurred in connection with qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and the distribution thereofof preparing, printing and distributing wrappers and blue sky memoranda; (iii) the costs of reproducing and distributing each of the Transaction Documents; (ivg) the fees and expenses of the Company’s counsel Depositary and independent accountantsany transfer agent, registrar or depository with respect to the Shares; (vh) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities Shares for book-entry transfer by DTC DTC; (i) the reasonable fees and any filing with, disbursements of counsel to the Underwriters in an aggregate amount not to exceed $75,000 and clearance (j) all other costs and expenses of the Company incident to the offering of the Shares by, or the Financial Industry Regulatory Authority performance of the obligations of, the Company under this Agreement (“FINRA”) (including including, without limitation, the related reasonable fees and expenses of the Company’s counsel for and the Underwriters); Company’s independent accountants and (ix) all the travel and other reasonable expenses incurred by the Company personnel in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v”), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Notes, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, the Indenture and the Notes, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state or foreign securities or blue sky laws laws, and, if requested by the Representative, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such jurisdictions as qualifications, registrations and exemptions, (vi) the Representatives may designate filing fees incident to, and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses disbursements of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged Underwriters in connection with, the review, if any, by rating agencies for rating FINRA of the Securities; terms of the sale of the Notes, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (viii) any paying agent fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all fees and expenses (including related reasonable fees and expenses of one counsel to each counsel) of such parties); the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer, (viiix) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and application fees (xi) all other fees, costs and expenses incurred in connection with the approval performance of the Securities its obligations hereunder for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company which provision is not otherwise made in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregatethis Section. It is understood, however, that except Except as provided in this AgreementSection 4 and Sections 6, 8 and 9 hereof, the Underwriters will shall pay all costs and expenses incurred by themtheir own expenses, including, without limitation, all expenses incurred by including the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company RSG Parties, jointly and severally, will pay or cause to be paid all documented costs and expenses incident to incurred in connection with the performance of its their obligations hereunder, including without limitation, (i) the costs incident to incurred in connection with the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to incurred in connection with the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable and documented fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates, if applicable; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties)registrar; (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors ; and (x) all expenses and application fees related to the listing of the Shares on the NYSE and (xi) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program; provided, however, that the amount payable by the Company pursuant to clauses (v) and (viii) of this Section 11(a) shall not exceed $35,000 in the aggregate for fees and expenses of counsel incurred in connection with (a) preparing to the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregateUnderwriters. It is understoodis, however, understood that except as provided in this AgreementSection 11 or Section 7 hereof, the Underwriters will shall pay all of their own costs and expenses incurred by themexpenses, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its their counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesthey make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedBorrower shall pay all Transaction Costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderwhich shall include, including without limitation, (a) Lender’s reasonable out-of-pocket costs and expenses in connection with (i) the costs incident to the authorizationnegotiation, issuancepreparation, sale, preparation execution and delivery of the Securities Loan Documents and any taxes payable in that connectionthe documents and instruments referred to therein (including, without limitation, the preparation of the Intercreditor Agreement and the Junior Intercreditor Agreement after the Closing Date); (ii) the creation, perfection or protection of Lender’s Liens in the Collateral (including, without limitation, fees and expenses for title and lien searches, UCC filing fees, third party due diligence expenses for the Mortgaged Property plus travel expenses, accounting firm fees, costs incident to the preparation and printing and filing under the Securities Act of the Registration StatementAppraisals, the Preliminary ProspectusEnvironmental Reports (and an environmental consultant), any other Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including any amendments or supplements thereto) and the distribution thereofEngineering Reports); (iii) the costs negotiation, preparation, execution and delivery of reproducing and distributing each any amendment, waiver or consent relating to any of the Transaction Loan Documents; and (iv) the preservation of rights under and enforcement of the Loan Documents and the documents and instruments referred to therein, including any communications or discussions relating to any action that Borrower shall from time to time request Lender to take, as well as any restructuring or rescheduling of the Indebtedness, (b) the reasonable fees, expenses and other charges of counsel to Lender in connection with all of the foregoing, (c) Lender’s reasonable out-of-pocket travel expenses in connection with site visits to the Mortgaged Property and (d) the reasonable fees and expenses of the CompanyLender’s counsel servicer appointed pursuant to Section 8.9(b) and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the SecuritiesConstruction Consultant.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement Transactions are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all reasonable costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Issuer Free Writing Prospectus, any Time of Sale Information, any Issuer Free Writing Prospectus Information and the Prospectus (including any all exhibits, amendments or and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountantsthe Independent Auditors; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one any outside counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, Offering by the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters)Authority, Inc.; and (ix) all expenses and application fees incurred in connection with the approval of the Notes for book-entry transfer by the DTC. The Company shall not be obligated to pay any expenses incurred in connection with any “road show” presentation to potential investors; providedinvestors (including investor meetings, howeverground transportation, that conference calls, NetRoadshow and document processing). Neither the fees and Company nor any Guarantor shall be obligated in any manner to pay or reimburse any expenses or other costs of counsel incurred any of the Underwriters, other than as set forth in connection with (a) preparing the Blue Sky Memorandum referenced in clause clauses (v), (viii) and (ix) of this paragraph, paragraph (b) any filings of this Section and clearance by FINRA referenced in clause (viii)pursuant to Section 7, shall including, but not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreementlimited to, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and Underwriters’ legal counsel or any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses costs incurred by the Underwriters’ default on their obligations to purchase the Securities.

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

Payment of Expenses. (a) Whether or not Regardless of whether the transactions contemplated by this Agreement are consummated or whether this Agreement is terminated, the Company will Co-Issuers and the Arbor Parent shall pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Notes and any taxes payable in that connectionconnection therewith; (ii) the costs and expenses incident to the preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus Information and the Prospectus Offering Memorandum (including any all exhibits, attachments, amendments or and supplements thereto) and the distribution thereofthereof in connection with the offering, purchase, sale, resale and delivery of the Notes; (iii) the costs of reproducing and distributing each of the Transaction Basic Documents; (iv) the reasonable costs and expenses of the Placement Agent, including the fees and expenses of its counsel, transfer taxes on resale of any of the Offered Notes by the Placement Agent, any advertising expenses and other expenses incurred by the Placement Agent in connection with offering or reoffering the Offered Notes and/or entering into purchase contracts with investors in the Offered Notes; (v) the fees and expenses of the Company’s counsel to the Co- Issuers, the Arbor Parent and independent accountants; (vvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Notes under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Placement Agent may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of one counsel to each of such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (“FINRA”) blue sky” memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersPlacement Agent); (vii) any fees charged by the Rating Agencies for rating and surveillance of the Notes; (viii) the fees and expenses of the Trustee and the CLO Servicer (including related reasonable fees and expenses of any counsel to such parties), except to the extent otherwise set forth in the Basic Documents; (ix) all expenses and application fees incurred in connection with the application for the approval of all the Notes for book-entry transfer by the Company DTC; (x) all reasonable expenses incurred in connection with any “road show” presentation to potential investors; provided, however, that (xi) the fees costs and expenses of counsel incurred the Co-Issuers in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), purchase of the Loan Obligations; and (bxii) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all other costs and expenses incurred by them, including, without limitation, all expenses incurred by incident to the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale performance of the Securities by them, obligations of the Co-Issuers and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood Arbor Parent hereunder that the Company shall are not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securitiesotherwise specifically provided for in this Section 9(a).