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 Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderhereunder except as otherwise agreed among the Company and the Representatives, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Issuers and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Notes and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any other Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) Issuers’ and the fees and expenses of the Depositor’s Guarantors’ 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA, and the approval of the Notes for book-entry transfer by DTC; and (xix) all expenses incurred by the Issuers in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Informationeach Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, the Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the UnderwritersUnderwriters in an aggregate amount not to exceed $10,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any stamp, transfer or similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $10,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related reasonable fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether Unless otherwise specified in the Underwriting Agreement, whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing printing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions in the United States of America as the Representative Representative(s) may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 limitationbut not limited to (A) any filing fees and other expenses (other than fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (iB) the costs incident and expenses related to the authorization, issuance, sale, preparation and delivery review by the Financial Industry Regulatory Authority (“FINRA”) of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Offered Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments filing fees and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; Underwriters relating to such review), subject to a maximum of $5,000 for any such FINRA review-related costs and expenses, (vC) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses of incident to listing the Depositor’s counsel and independent accountants; Offered Securities on The New York Stock Exchange, (viE) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate Act and the preparationExchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, and (G) expenses incurred for preparing, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) distributing any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel Issuer Free Writing Prospectuses to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors or prospective investors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Transaction Entities jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s Transaction Entities’ 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $10,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering of the Securities by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Transaction Entities in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitationincluding, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate in accordance with Section 4(g) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) Company’s and the fees and expenses of the Depositor’s Guarantors’ 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and provided that notwithstanding clause (xiix) above, the costs and expenses Underwriters shall pay one-half of the Depositor in connection lease expenses associated with any airplane which is used for the purchase purposes of the Mortgage Loanssuch “road show” presentations.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)Memorandum; (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Securities for book-entry transfer by DTC; (xix) all expenses incurred in connection with any marketing activities for the Securities, including but not limited to “net road show” presentation to potential purchasers of Offered Certificates; and investor calls and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Securities on the purchase of the Mortgage LoansSGX-ST.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative Underwriters may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (viiv) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates; (viiivi) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar; (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNew York Stock Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, under this Agreement and all the costs and expenses in connection with the offering of the Offered Securities and including without limitationbut not limited to (A) any filing fees and expenses incurred in connection with qualification of the Offered Securities (including any special foreign counsel fees and expenses) for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of blue sky surveys or legal investment surveys relating thereto, (iB) the costs incident and expenses related to the authorization, issuance, sale, preparation and delivery review by FINRA of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Offered Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments filing fees and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; Underwriters relating to such review), (vC) costs and expenses relating to investor presentations, any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Transaction Entities’ officers and employees and (2) any other expenses of the Transaction Entities, (D) the fees and expenses of incident to listing the Depositor’s counsel and independent accountants; Offered Securities on the NYSE, (viE) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the preparationProspectus (including any amendments and supplements thereto) to the Underwriters and (G) expenses incurred for preparing, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) distributing any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel Issuer Free Writing Prospectuses to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors or prospective investors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $15,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; (ix) the fees and expenses incurred in connection with the listing of the Securities and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters up to a maximum of $10,000); (viiv) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates; (viiivi) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar; (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by FINRA (including the reasonable fees and expenses of counsel for the Underwriters up to a maximum aggregate amount of $25,000); (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement and all the costs and expenses in connection with the offering of the Offered Securities and including but not limited to (A) any filing fees and expenses incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of blue sky surveys or legal investment surveys relating thereto (including the fees and expenses of counsel for the Underwriters relating thereto subject to a cap of $5,000), (B) costs and expenses related to the review by FINRA of the Offered Securities (including without limitation, (i) the costs incident to the authorizationfiling fees, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; Underwriters relating to such review subject to a cap of $10,000 in respect of this clause (vii)), (C) costs and expenses relating to investor presentations, any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees and (2) any other expenses of the Company, (D) the fees and expenses of incident to listing the Depositor’s counsel and independent accountants; Offered Securities on the NYSE, (viE) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the preparationProspectus (including any amendments and supplements thereto) to the Underwriters and (G) expenses incurred for preparing, printing and distribution of a Blue Sky Memorandum (distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Except as explicitly provided in this Section 4(a)(ix), the Underwriters shall pay their own expenses, including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer their counsel and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansother advisors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Notes and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountantsregistered public accounting firm; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Notes under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesNotes; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (viii) any expenses and application fees incurred in connection with the approval of the Notes for book entry transfer by DTC; (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, Inc.; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and investors (xia) prior to the costs and expenses launch of the Depositor offering in anticipation of the offering or (b) in connection with the purchase sale of the Mortgage LoansNotes.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company and the Guarantor jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for and independent accountants of the UnderwritersCompany and the Guarantor; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement any sale of Securities is terminatedconsummated, the Depositor will to pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Company under this Agreement, including including, without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Informationeach preliminary prospectus, any Issuer Permitted Free Writing Prospectus and the Prospectus (including and all exhibits, amendments and supplements thereto, (ii) the preparation, issuance and delivery of the distribution thereof; Securities, (iii) the costs of reproducing fees and distributing each disbursements of the Basic Documents; Company’s counsel and accountants, (iv) the qualification of the Securities under securities or Blue Sky laws in accordance with the provisions of Section 6(f), including filing fees and expenses the fees and disbursements of counsel for the Underwriters; Underwriters in connection therewith and in connection with the printing or producing and delivery of any Blue Sky or legal investment memoranda, (v) the fees printing and expenses delivery to the Underwriters in quantities as hereinabove stated of copies of the Depositor’s counsel Registration Statement, each preliminary prospectus, any Permitted Free Writing Prospectus and independent accountants; the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to the investors, (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by rating agencies for the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the TrusteeSecurities, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xivii) the costs and expenses of the Depositor (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the purchase reforming of any contracts for the sale of the Mortgage LoansSecurities made by the Underwriters caused by a breach of the representation contained in the sixth paragraph of Section 7(b).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the any other Time of Sale Information, any Issuer Free Writing Prospectus Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of this Agreement, the Basic DocumentsIndenture, the Registration Rights Agreement and the Global Notes; (iv) the fees and expenses of counsel for the Underwriters; (v) Company’s and the fees and expenses of the Depositor’s Guarantors’ 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viiv) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates; (viiivi) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar; (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNasdaq Global Select Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementPreliminary Memorandum, the Time of Sale InformationOffering Memorandum, any Issuer Free Writing Prospectus Company Written Communication and the Prospectus Final Memorandum (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for to the Underwriters; (v) the fees and expenses of the Depositor’s counsel Xxx Parties and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); and (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors (subject to the reimbursement by the Initial Purchasers of Offered Certificatesone-half of the costs of using an airplane with respect to any such “road show” presentation); provided that, except as provided in this Section 10, the Initial Purchasers shall pay their own costs and (xi) expenses, including the costs and expenses of their counsel, any transfer taxes on the Depositor in connection with Securities that they may sell and the purchase expenses of advertising any offering of the Mortgage LoansSecurities made by the Initial Purchasers.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements theretothereto in connection therewith) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the documented, reasonable fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such U.S. jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters of up to $10,000); (vii) any fees charged by the Rating Agencies for rating the Certificates; (viiivi) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Underlying Securities on the purchase of the Mortgage LoansExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Units and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Units under the laws of such jurisdictions as the Representative Representatives may reasonably designate and and, if reasonably requested by the Representatives, the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing certificates, if any, representing the Units; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Units on the purchase of the Mortgage LoansNasdaq Stock Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viiv) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates; (viiivi) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar; (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs listing of the Shares on the Nasdaq Market; provided, however, that the reasonable fees and expenses of counsel for the Depositor Underwriters incurred pursuant clauses (iv) and (vii) of this Section 11(a) shall not exceed $30,000 in connection with the purchase of the Mortgage Loansaggregate.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Notes and any taxes payable in that connectionconnection therewith; (ii) the all costs incident to and expenses incurred in connection with the preparation, printing and printing, filing under the Securities Act Act, shipping and distribution of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus (including and all exhibitsamendments, amendments exhibits and supplements thereto) , and each of the distribution thereofTransaction Documents; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Notes under the state or foreign securities or blue sky laws (including insurance securities laws) of such jurisdictions as the Representative Representatives may designate reasonably request in writing and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viiv) the cost of preparing the Global Note; (vi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesNotes; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all fees and expenses and application fees incurred of the Company in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Notes by DTC for “book-entry” transfer; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the not more than $15,000 of related reasonable and documented fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityand any required review by FINRA; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum Shares (including the related fees and expenses of counsel for the Underwriters); (viiv) the costs incident to the preparation, issuance and delivery of the stock certificates to the Underwriters, including any fees charged by stock or other transfer taxes and any stamp or other duties payable upon the Rating Agencies for rating sale, issuance or delivery of the CertificatesShares to the Underwriters; (viiivi) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar for the Shares; (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA (including the related fees and expenses of counsel for the Underwriters); (xviii) all expenses incurred by the Company in connection with any “road show” show presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNYSE.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing fees and distributing each expenses of the Basic DocumentsCompany’s counsel and independent accountants; (iv) the fees and expenses of any Trustee and any agent of any Trustee and the reasonable fees and disbursements of counsel for any Trustee in connection with any Indenture and the UnderwritersSecurities; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may reasonably designate and (if any) and, if reasonably requested by the Representatives, the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing certificates, if any, representing the Notes; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Notes on the purchase of the Mortgage LoansNew York Stock Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; , (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; , (iii) the costs of producing, reproducing and distributing each of the Basic Transaction Documents; , (iv) the fees and expenses of the Company’s and the Guarantors’ counsel for the Underwriters; and independent accountants, (v) the fees reasonable and expenses of the Depositor’s counsel and independent accountants; (vi) the documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and and, to the extent required, the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters); , (viivi) any fees charged by the Rating Agencies rating agencies for rating the Certificates; Securities, (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including the related reasonable and documented fees and expenses of any counsel to such parties); , (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; approval of the Securities for book-entry transfer by DTC and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Securities for book-entry transfer by DTC; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors; (x) the preparation, printing, authentication, issuance and delivery of Offered Certificates; certificates for the Securities and (xi) the costs and expenses of the Depositor any stamp or transfer taxes in connection with the purchase original issuance and sale of the Mortgage LoansSecurities. Except as expressly provided elsewhere herein, the Underwriters will pay all of their own costs and expenses, including without limitation the fees and expenses of their counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in connection with such Blue Sky Memorandum, not to exceed $10,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofthereof (including any form of electronic distribution); (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, Inc. and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements theretothereto in connection therewith) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such U.S. jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor The Company will pay or cause to be paid and bear all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including including, without limitation, (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), the Time of Sale Informationas originally filed and as amended, any Issuer Free Writing Prospectus preliminary prospectus supplements and the Prospectus (including all exhibits, and any amendments and or supplements thereto) , and the distribution thereof; cost of furnishing copies thereof to the Underwriters, (iiib) the costs printing and distribution of reproducing this Agreement, any agreement among Underwriters, the Indenture, and distributing each such other documents as may be required in connection with the offering purchase, sale and delivery of the Basic Documents; Securities, (ivc) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (d) the fees and expenses disbursements of the Company's counsel for the Underwriters; and accountants, (ve) the fees and expenses qualification of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparationapplicable securities laws, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viif) any fees charged by the Rating Agencies rating agencies for rating the Certificates; Securities, (viiig) the reasonable fees and disbursements of counsel in connection with the Blue Sky survey and (h) the fees and expenses of the Trustee, including the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses disbursements of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with for the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor Trustee, in connection with the purchase Indenture and the Securities. If this Agreement is terminated by you in accordance with the provisions of Section 5 or Section 10(a)(i), the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, incurred by them in connection with the public offering of the Mortgage LoansSecurities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements theretothereto in connection therewith) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documentsthis Agreement; (iv) the fees and expenses of counsel for the Underwriters; (v) the documented, reasonable fees and expenses of the DepositorCompany’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 Offered Certificates Shares under the laws of such jurisdictions as the Representative Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriter); (viivi) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer any transfer agent and the Senior Trust Advisor any registrar (including the related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNew York Stock Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the state securities laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Memorandum, if any (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; provided that, except as provided in Sections 7 or 11(b), the Underwriters shall pay their own costs and (xi) expenses, including the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loanstheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of the Company’s counsel for the Underwritersand independent accountants; (v) the fees and expenses of counsel to the Depositor’s counsel and independent accountantsUnderwriters; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ix) the costs and charges of any transfer agent and any registrar; (x) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (xxi) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement and each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s 's counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies rating agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, Servicer and the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc.; (x) all expenses incurred in connection with any “"road show” " presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Informationany Preliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each this Agreement, the Indenture, the Securities and any other documents to be delivered in connection with the closing of the Basic Documentsoffering of the Securities; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $15,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related reasonable fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (ix) the fees and expenses incurred with respect to any listing of the Financial Industry Regulatory AuthoritySecurities; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC, (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Circular, the any other Time of Sale Information, any Issuer Free Writing Prospectus Written Communication and the Prospectus Final Offering Circular (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) Company’s and the fees and expenses of the Depositor’s Guarantors’ 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and reasonable expenses of counsel for the UnderwritersInitial Purchasers); , (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company and Xxxxxxxx Xxxx, 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees Company’s and expenses of the DepositorXxxxxxxx Lane’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 Offered Certificates Shares under the laws of such jurisdictions as the Representative Underwriter may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriter); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase Exchange. This Section 13(a) shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Mortgage LoansCompany and Xxxxxxxx Xxxx, on the one hand, and the Selling Stockholders or any individual Selling Stockholder, on the other hand.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); ) (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with the purchase of the Mortgage LoansUnderlying Securities on Nasdaq.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company 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 Certificates Rights and New Shares, the listing thereof and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, translation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, Offering Documents (including any amendment or supplement thereto) or any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documentsthis Agreement; (iv) the fees filing fees, if any, incurred in connection with the review and expenses qualification of counsel for the Underwritersoffering of the New Shares by the Financial Industry Regulatory Authority, Inc. (“FINRA”); (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification of any centralizing and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor settlement agents (including related fees and expenses of any counsel to such parties); (ixvii) all expenses and application fees incurred in connection with any filing with of the Financial Industry Regulatory AuthorityRights and the New Shares for book-entry transfer by the European Clearing Systems and DTC; (xviii) all expenses incurred by the Company and the Representatives in connection with any “road show” presentation to potential purchasers investors; (ix) the fees and expenses of Offered Certificateslegal counsel to the Underwriters; and (xix) any and all out-of-pocket expenses incurred by the costs and expenses of the Depositor Representatives (including in connection with DealaxisBookbuilder). The expenses to be reimbursed to the purchase Representatives will be paid by the Company within 20 Business Days from receipt in each case of the Mortgage Loansa proper invoice.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the UnderwritersCompany; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; provided, that except as provided in Section 7 and (xi) this Section 11, the Underwriters shall pay their own costs and expenses, including the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loanstheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to $15,000); (viiv) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates; (viiivi) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar; (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA (including the related fees and expenses of counsel for the Underwriters up to $35,000); (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors; provided, however, that the Underwriters shall be responsible for 50% of Offered Certificatesthe third party costs of any private aircraft incurred in connection with such roadshow; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documentsthis Agreement; (iv) any fees charged by rating agencies for rating the fees and expenses of counsel for the UnderwritersShares; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates; (viii) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar; (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, the National Association of Securities Dealers, Inc.; (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xi) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNew York Stock Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Underwriting Agreement are consummated or this Underwriting Agreement is terminated, the Depositor will Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) Company’s and the fees and expenses of the Depositor’s Guarantors’ 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Notes for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and provided that notwithstanding clause (xiix) above, the costs and expenses Underwriters shall pay 10% of the Depositor lease expenses associated with any airplane which is used in connection with the purchase of the Mortgage Loanssuch “road show” presentations.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 limitationincluding, but not limited to, (iA) the costs incident any filing fees and other expenses (including fees and disbursements of counsel to the authorization, issuance, sale, Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and delivery printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Offered Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments filing fees and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters; , (vF) expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (G) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate accountants and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the Underwriters); Company, (viiH) any all fees charged by the Rating Agencies for rating the Certificates; (viii) the fees clearance, settlement and expenses book-entry transfer of the TrusteeOffered Securities through The Depository Trust Company, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ixI) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the other costs and expenses incident to the performance by the Company of the Depositor in connection with the purchase of the Mortgage Loansits obligations hereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofthereof (including any form of electronic distribution); (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Base Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Series Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapplication for the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing printing, reproduction, delivery to or at the direction of the Representatives and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof); (iii) the costs of reproducing and distributing each of this Agreement, the Basic DocumentsSecurities and any Blue Sky Memorandum; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor any transfer agent or registrar (including related fees and expenses of any counsel to such parties); (ixviii) if required, all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; (xix) all expenses and application fees related to the listing of the Securities on the New York Stock Exchange; and (x) the transportation and other expenses incurred by or on behalf of the Company representatives (but excluding for the avoidance of doubt such transportation and other expenses incurred by or on behalf of representatives of the Underwriters) in connection with any “road show” presentation presentations to potential prospective purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage LoansSecurities.

Payment of Expenses. (a) Whether Subject to paragraph (b) below, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (Memorandum, including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) the cost of preparing share certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA, including the reasonable and documented fees and expenses of Underwriters’ counsel; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNew York Stock Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Master ServicerOperating Advisor, the Special Servicer Asset Representations Reviewer and the Senior Trust Advisor Third Party Purchaser (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of investors in Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company 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 Certificates Securities and any stamp or transfer taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees filing fees, if any, incurred in connection with the review and expenses qualification of counsel for the Underwritersoffering of the Securities by the Financial Industry Regulatory Authority, Inc. (FINRA); (v) the v)the fees and expenses of the DepositorCompany’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies rating agencies for rating or confirming the Certificatesrating agency treatment of the Securities; (viiivii) the fees and expenses of the Trustee, the Certificate Securities Administrator, the Master Servicerany registrar, the Special Servicer and the Senior Trust Advisor any paying or calculation agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors. For the sake of Offered Certificates; and (xi) clarity, the costs and expenses Company shall not be obligated to pay, or cause to be paid, the fees of legal counsel to the Depositor in connection with the purchase of the Mortgage LoansUnderwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements, the Time exhibits, schedules, consents and certificates of Sale Informationexperts), any each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus (including Prospectus, and all exhibits, amendments and supplements thereto) , and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documentsdocuments relating to this offering; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Survey (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of printing and delivering to, or as requested by, the Underwriters copies of the New York Stock Exchange Supplemental Listing Application, the Blue Sky Survey and any supplements or amendments thereto; (vii) the filing fees and expenses (including legal fees and disbursements) incident to securing any fees charged required review by the Rating Agencies for rating Financial Industry Regulatory Authority of the Certificatesterms of the sale of the Shares; (viii) the fees and expenses of listing fee payable to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties)New York Stock Exchange; (ix) all expenses and application fees incurred in connection with any filing with by the Financial Industry Regulatory Authority; (x) all expenses incurred Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; investors and (xix) the all other fees, costs and expenses referred to in Item 14 of Part II of the Depositor in connection with the purchase of the Mortgage LoansRegistration Statement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of this Agreement and the Basic Documentsclosing documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, the National Association of Securities Dealers, Inc.; and (xix) all expenses incurred and application fees related to the listing of the Shares on the Exchange; provided, however, that, except as provided in connection Section 9 or Section 13(b), the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansoffers they may make.

Payment of Expenses. (a) Whether or not In addition to the transactions payment of the expenses contemplated by this Agreement are consummated or this Agreement is terminatedSection 3(c) and Section 3(d), the Depositor Company will pay or cause to be paid all costs and expenses incident incidental to the performance of its obligations hereunderunder the Terms Agreement (including the provisions of this Agreement), the Indenture and the Offered Securities, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation fees and delivery expenses of the Certificates Trustee and any taxes payable in that connectionits professional advisers; (ii) the costs incident to fees and expenses of the Company’s accountants and professional advisors; (iii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities; (iv) all expenses in connection with the preparation, printing and filing under the Securities Act delivery of the Company Registration Statement, the Time Terms Agreement (including the provisions of Sale Informationthis Agreement), any Issuer Free Writing the Indenture, the Company Prospectus and the Prospectus Company General Disclosure Package and any other document relating to the issuance, offer, sale and delivery of the Offered Securities (it being understood that, except as otherwise provided in Section 9, the Company shall not pay any such fees or expenses incurred by counsel to the Underwriters in connection with any such offering of Offered Securities); (v) any expenses (including all exhibits, amendments fees and supplements theretodisbursements of counsel) incurred in connection with qualification of the Offered Securities for sale under the laws of such states of the United States as the Representatives designate and the distribution thereofprinting of memoranda relating thereto; (iiivi) the costs of reproducing filing fees incident to, and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; Underwriters in connection with, if any, the review and approval by the Financial Industry Regulatory Authority (vthe “FINRA”) the fees and expenses of the Depositor’s counsel Underwriters’ participation in the offering and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment distribution of the Offered Certificates under the laws of such jurisdictions as the Representative may designate Securities; and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by investment rating agencies for the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage LoansSecurities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company will pay or cause to be paid all costs and expenses incident incurred in connection to the performance of its obligations hereunder, including without limitation, (i) the costs incident incurred in connection to the authorization, issuance, sale, preparation and delivery of the Certificates Shares and any taxes payable in that connection; (ii) the costs incident to incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (viiv) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates, if applicable; (viiivi) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar; (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage Loans.Exchange;

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Master ServicerOperating Advisor, the Special Asset Representations Reviewer, the Outside Servicer and the Senior Trust Advisor Third Party Purchaser (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of investors in Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans.

Payment of Expenses. (a) Whether Subject to paragraph (b) below, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (Memorandum, including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) the cost of preparing share certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA, including the reasonable and documented fees and expenses of Underwriters’ counsel; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNew York Stock Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Depositor Company and the Guarantors, jointly and severally, will 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the any other Time of Sale Information, any Issuer Free Writing Prospectus Written Communication, and the Prospectus Offering Memorandum (including all exhibits, any amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) Company’s and the fees and expenses of the Depositor’s Guarantors’ 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company shall pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) Company’s and the fees and expenses of the DepositorCompany’s counsel and independent accountants; (v) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under Underwriters (including fees and disbursements of the laws counsel for the Underwriters and marketing, syndication and travel expenses and any expenses related to an investor presentation and/or roadshow to potential investors that are incurred by the Underwriters), provided that payment or reimbursement by the Company of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)shall not exceed $150,000; (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) any filing with fees charged by rating agencies for rating the Financial Industry Regulatory AuthoritySecurities; and (x) all expenses incurred in connection with any “road show” presentation and application fees related to potential purchasers of Offered Certificates; and (xi) the costs and expenses listing of the Depositor in connection with Securities on the purchase of the Mortgage LoansNYSE.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofthereof (but not, however, legal fees and expenses of the Underwriters’ counsel incurred in connection with any of the foregoing); (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $7,500); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related documented fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $10,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including the related documented fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not The Partnership agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Underwriter that the Depositor Partnership will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Partnership under this Agreement, including without limitation, but not limited to (i) any filing fees and reasonable attorney’s fees and expenses incurred by the costs incident to Partnership or the authorization, issuance, sale, Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Underwriter designates and the preparation and delivery printing of the Certificates and any taxes payable in that connection; memoranda relating thereto, (ii) the costs incident to the preparation, printing filing fees and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; Underwriter, including but not limited to, in connection with the FINRA’s review and approval of the Underwriter’s participation in the offering and distribution of the Offered Securities, (iii) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Partnership Parties’ officers and employees, (iv) fees and expenses incident to listing the Offered Securities on the New York Stock Exchange, (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate Exchange Act, and (vi) expenses incurred in distributing each preliminary prospectus distributed to investors and potential purchasers, each Statutory Prospectus, and the preparationFinal Prospectus (in each case, including any amendments and supplements thereto) to the Underwriter and in each case expenses incurred in preparing, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) distributing any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel Issuer Free Writing Prospectuses to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors or prospective investors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company and the Subsidiary Guarantor jointly and severally agree 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $15,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) any expenses and application fees related to the costs and expenses listing of the Depositor in connection with the purchase of the Mortgage LoansSecurities on any exchange, if applicable.

Payment of Expenses. (a) A. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate reasonably request and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authoritywith, and clearance of any offering by, FINRA; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors. Except as explicitly provided in this Section 10 and Section 7, the Underwriters shall pay their own expenses, including the fees and disbursements of Offered Certificates; their counsel and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansother advisors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic DocumentsTransaction Documents and the Base Indenture; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses incurred in connection with the approval of the Securities for book-entry transfer to DTC; and (ix) all expenses and application fees incurred in connection with any filing with by the Financial Industry Regulatory Authority; (x) all expenses incurred Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. Company agrees to pay (a) Whether all costs and expenses of Banks (including, without limitation, the reasonable attorneys' fees of Banks' outside legal counsel) incurred by Banks in connection with the preservation and enforcement of Banks' rights under this Loan Agreement, the Notes, and/or the other Loan Documents; (b) all reasonable costs and expenses of Banks (including without limitation the reasonable fees and expenses of Banks' outside legal counsel) in connection with the negotiation, preparation, execution, delivery, and interpretation of this Loan Agreement, the Notes, and the other Loan Documents and any and all amendments, modifications and supplements thereof or not thereto, or in connection with the making of any Advance or the issuance or negotiation of any Letter of Credit; (c) all taxes and assessments applicable to the Property, the Arkansas Property or to any other assets or properties of Company or any Subsidiary; (d) all fees for filing or recording any of the Loan Documents; (e) all title insurance and title examination charges, including premiums for the Title Policy and the Arkansas Title Policy; (f) all costs incurred in obtaining any survey of the Property or the Arkansas Property; (g) all premiums for the insurance policies required by any of the Loan Documents; (h) all costs incurred by Agent and/or Banks in connection with the collateral audits authorized by this Agreement; (i) all other reasonable costs and expenses payable to third parties and incurred by Agent and/or Banks in connection with the consummation of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, otherwise authorized by any of the Depositor will pay or cause to be paid Loan Documents; and (j) all costs and expenses incident incurred by Agent and/or Banks to the performance of its obligations hereunderinspect, including without limitationverify, (i) the costs incident and/or value any Collateral or to the authorization, issuance, sale, preparation and delivery audit any of the Certificates and operations of Company or any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage LoansSubsidiaries.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates and Securities, including any taxes payable in that connectionby the Issuers with respect to such authorization, issuance, sale, preparation and delivery; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); and (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by the Financial Industry Regulatory Authority, Inc.; and (xix) all expenses incurred by the Company relating to investor presentations on any “non-deal roadshow” or in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum blue sky memorandum (including the related fees and expenses of counsel for the Underwriters; provided, that any amounts to be paid by the Company for such counsel shall not exceed $5,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such partiesthe Trustee); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters; provided that any amounts to be paid by the Company for such counsel shall not exceed $5,000); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the any other Time of Sale Information, any Issuer Free Writing Prospectus Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapplication for the inclusion of the Securities on the PORTAL Market and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors. Except as provided in Section 8 and Section 10(b), the Initial Purchasers will pay all of Offered Certificates; and (xi) the their own costs and expenses of the Depositor in connection with the purchase transactions contemplated hereby, including, without limitation, the fees and expenses of the Mortgage Loanstheir counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (x) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company will pay or cause to be paid upon demand 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including in each case all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the securities or blue sky laws of such jurisdictions as the Representative Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonably incurred fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates, if the Shares are represented by certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trusteeif applicable, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering of the Shares by, the Financial Industry Regulatory Authority, Inc.; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company will 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documentsthis Agreement and any documents related hereto; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Shares under the laws of such jurisdictions as the Representative Underwriter may designate and the preparation, printing and distribution of a “Blue Sky Memorandum Sky” memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriter); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees all expenses and expenses application fees, if any, incurred in connection with any filing with, and clearance of the Trusteeoffering by, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties)FINRA; (ix) all expenses and application fees incurred in connection with any filing with by the Financial Industry Regulatory Authority; (x) all expenses incurred Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNew York Stock Exchange.

Payment of Expenses. (ai) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority, Inc., and the approval 27 of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; investors (it being understood that, except as expressly set forth in this Section ‎10(a)‎(a) and (xi) elsewhere in this Agreement, the Company shall have no obligation to pay any costs and expenses of the Depositor in connection with the purchase of the Mortgage LoansUnderwriters).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Issuers, jointly and severally, agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connectionSecurities; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the any other Time of Sale Information, any Issuer Free Writing Prospectus Information and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s Issuers’ 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapplication for the inclusion of the Securities on the PORTAL Market and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors, including all air travel expenses relating thereto (but excluding any expenses associated with accommodations of Offered Certificates; and (xi) the costs and expenses any employees of the Depositor Initial Purchasers in connection with the purchase of the Mortgage Loansany such “road show” presentation and any expenses associated with any meals in connection with any such “road show” presentation).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, terminated the Depositor will Company agrees to pay or cause to be paid all costs costs, fees and expenses incident to the performance of its obligations hereunderhereunder and in connection with the transactions contemplated hereby, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus Disclosure Package and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing fees and distributing each expenses of the Basic DocumentsCompany’s counsel and public or certified public independent accountants and other advisors; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viiv) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivi) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixvii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapplication for the inclusion of the Securities on the Portal Market and the approval of the Securities for book-entry transfer by DTC; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; investors and (xiix) the costs all fees and expenses incurred by or on behalf of the Depositor Company in connection with the purchase performance of its obligations under the Mortgage LoansTransaction Documents. Except as provided in this Section 4, Section 6 and Section 8 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the any other Time of Sale Information, any Issuer Free Writing Prospectus Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Securities for book-entry transfer by DTC; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xix) the costs all fees and expenses of counsel for the Depositor in connection with the purchase of the Mortgage LoansInitial Purchasers.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Preliminary Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of the Company’s counsel for the Underwritersand registered public accountants; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of any offering by, the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc.; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Selling Stockholders 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing reasonable and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the documented fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related documented fees and expenses of counsel for the UnderwritersUnderwriter); (viiv) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates; (viiivi) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar; (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA (including the related documented fees and expenses of counsel for the Underwriter); (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xiix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNYSE.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Depositary and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by FINRA and the approval of the Securities for book-entry transfer by DTC; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; investors and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Securities on the purchase of the Mortgage LoansExchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Issuers, jointly and severally, agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connectionSecurities; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the any other Time of Sale Information, any Issuer Free Writing Prospectus Information and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s Issuers’ 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapplication for the inclusion of the Securities on the PORTAL Market and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors, including all air travel expenses relating thereto (but excluding any expenses associated with accommodations of Offered Certificates; and (xi) the costs and expenses any employees of the Depositor Initial Purchasers in connection with the purchase of the Mortgage Loansany such “road show” presentation and any expenses associated with any meals in connection with any such “road show” presentation).

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 Depositor 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 transfer taxes incident to the authorization, issuance, sale, preparation and delivery of the Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the Depositor’s counsel and independent accountants; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates under the laws of such jurisdictions as the Representative 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” 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 including, without limitation, the related fees and expenses disbursements of the Initial Purchaser’s counsel relating to such registration or qualification; provided such fees and disbursements shall not exceed $15,000), (E) the listing of the Conversion Shares on the NYSE and/or any other exchange and (F) 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 the Underwriters); (vii) any fees charged use by the Rating Agencies for rating the Certificates; Initial Purchaser, (viiiii) the all fees and expenses of the Trusteecounsel, accountants and any other experts or advisors retained by the Certificate AdministratorCompany, the Master Servicer, the Special Servicer (iii) all fees and the Senior Trust Advisor expenses (including related fees and expenses of any counsel to such parties); (ixcounsel) all expenses and application fees incurred of the Company in connection with any filing with approval of the Financial Industry Regulatory Authority; Securities by DTC for “book-entry” transfer, (xiv) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor fees charged by rating agencies in connection with the purchase rating of the Mortgage LoansSecurities, and (v) all fees and expenses (including fees and expenses of counsel) of the Trustee and the Company’s transfer agent.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations and those of the Selling Stockholder hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountantsaccountants and counsel for the Selling Stockholder; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriter, together with any fees and expenses payable under clause (viii) hereto, up to an aggregate of $30,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNew York Stock Exchange, if any.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, the National Association of Securities Dealers, Inc.; (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Shares on the purchase of the Mortgage LoansNasdaq Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and reasonably designate, the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viiv) any fees charged by the Rating Agencies for rating the Certificatescost of preparing stock certificates; (viiivi) the fees costs and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses charges of any counsel to such parties)transfer agent and any registrar; (ixvii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; (xviii) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors; (ix) all expenses and application fees related to the listing of Offered Certificatesthe Securities on the Exchange;(x) the fees and expenses of the Purchase Contract Agent in connection with the Purchase Contracts, the Purchase Contract Agreement and the Securities; and (xi) the costs fees and expenses of the Depositor Trustee in connection with the purchase of Amortizing Notes, the Mortgage LoansIndenture and the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor BRP 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 Certificates Shares to the Underwriters and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $5,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA, in an amount not to exceed $30,000 (excluding filing fees); (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers investors ; (x) all expenses and application fees related to the listing of Offered Certificates; the Shares on the Nasdaq Global Select Market and (xi) the costs and expenses all of the Depositor fees and disbursements of counsel incurred by the Underwriters in connection with the purchase of Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Mortgage LoansUnderwriters in connection with the Directed Share Program.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the any other Time of Sale Information, any Issuer Free Writing Prospectus Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) Company’s and the fees and expenses of the Depositor’s Guarantors’ 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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapplication for the inclusion of the Securities on the PORTAL Market and the approval of the Securities for book-entry transfer by DTC; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’s counsel and independent accountants; (viiv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Shares under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (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; (vii) any fees charged by the Rating Agencies for rating the Certificates; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all reasonable expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; (xviii) all of the travel, lodging and other expenses of the Company or any of its employees incurred by them in connection with any “road show” presentation to potential purchasers investors; provided, however, that the Underwriters will pay all of Offered Certificates; the travel, lodging and (xi) the costs and other expenses of the Depositor Underwriters or any of their employees incurred by them in connection with the purchase “road show”; and (ix) all expenses and application fees related to the listing of the Mortgage LoansShares on the Exchange.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement The Company is terminated, the Depositor will pay or cause to be paid responsible for ------------------- paying all costs and expenses incident to the performance of its obligations hereunderunder this Agreement (except for the fees and disbursements of the counsel for the Underwriters other than pursuant to (iv) of this Section 4), including without limitation, (i) the costs incident to printing and filing of the authorizationRegistration Statement as originally filed and any amendments and exhibits thereto, issuance(ii) the preparation, sale, preparation issuance and delivery of the Certificates and any taxes payable in that connection; (ii) the costs incident Securities to the preparationUnderwriters, printing and filing under the Securities Act of the Registration Statement, the Time of Sale Information, any Issuer Free Writing Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing fees and distributing each disbursements of the Basic Documents; Company's counsel and accountants, (iv) the expenses in connection with the qualification of the Securities under state securities laws in accordance with the provisions of Section 3(g), including filing fees and expenses the reasonable fees and disbursements of counsel for to the Underwriters; Underwriters in connection therewith and in connection with the preparation of the Blue Sky and Legal Investment Surveys, (v) the fees printing and expenses delivery to the Underwriters of copies of the Depositor’s counsel Registration Statement and independent accountants; all amendments thereto, of any Preliminary Prospectuses and of the Prospectus and any amendments or supplements thereto, (vi) the fees printing and expenses incurred in connection with delivery to the registration or qualification and determination Underwriters of eligibility for investment copies of the Offered Certificates under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); Legal Investment Surveys, (vii) any fees charged by the Rating Agencies securities rating services for rating the CertificatesSecurities; and (viii) the fees and expenses of the Trustee, Trustee and any agent of the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authority; (x) all expenses incurred in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses disbursements of the Depositor Trustee's counsel, in connection with the purchase Indenture and the Securities. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 5 or Section 9(i), the Mortgage LoansCompany shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses incurred from and after the date of this Agreement, including the reasonable fees and disbursements of counsel for the Underwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of the Company's counsel for the Underwritersand independent accountants; (v) the fees and expenses of counsel to the Depositor’s counsel and independent accountantsUnderwriters; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ix) the costs and charges of any transfer agent and any registrar; (x) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (xxi) all expenses incurred by the Company in connection with any “"road show” " presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of the Company’s counsel for the Underwritersand independent accountants; (v) the fees and expenses of counsel to the Depositor’s counsel and independent accountantsUnderwriters; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ix) the costs and charges of any transfer agent and any registrar; (x) all expenses and application fees incurred in connection with any filing with with, and clearance of the offering by, the Financial Industry Regulatory Authority; and (xxi) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loansinvestors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor 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 Certificates Offered Shares and any taxes payable by the Company in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum Memorandum; (including vi) the related fees and expenses cost of counsel for the Underwriters)preparing stock certificates; (vii) the costs and charges of any fees charged by the Rating Agencies for rating the Certificatestransfer agent and any registrar; (viii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (ix) all expenses and application fees incurred in connection with any filing with with, and clearance of the Financial Industry Regulatory Authorityoffering by, FINRA; and (xix) all expenses incurred by the Company in connection with any “road show” presentation to potential purchasers of Offered Certificatesinvestors; and (xix) all expenses and application fees related to the listing of the Offered Shares on NASDAQ. It is understood, however, that except as provided in Section 7 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, and all travel, lodging and other expenses of the Depositor Underwriters or any of their employees incurred by them in connection with the purchase of the Mortgage Loans“road show.”

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Depositor will Company agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Certificates Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Time of Sale InformationPreliminary Prospectus, any Issuer Free Writing Prospectus Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Transaction Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the DepositorCompany’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 Offered Certificates Securities under the laws of such jurisdictions as the Representative Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)Memorandum; (viivi) any fees charged by the Rating Agencies rating agencies for rating the CertificatesSecurities; (viiivii) the fees and expenses of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer Trustee and the Senior Trust Advisor any paying agent (including related fees and expenses of any counsel to such parties); (ixviii) all expenses and application fees incurred in connection with any filing with the Financial Industry Regulatory Authorityapproval of the Securities for book-entry transfer by DTC; (xix) all expenses incurred in connection with any marketing activities for the Securities, including but not limited to “net road show” presentation to potential purchasers of Offered Certificates; and investor calls and (xix) all expenses and application fees related to the costs and expenses listing of the Depositor in connection with Securities on the purchase of the Mortgage LoansHong Kong Stock Exchange.