Common use of Payment of Expenses Clause in Contracts

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary ProspectusTime of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the CompanyDepositor’s counsel and independent accountants; (ivvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvii) any fees charged by rating agencies the Rating Agencies for rating the SecuritiesCertificates; (viviii) the fees and expenses of the Trustee Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and any paying agent the Asset Representations Reviewer (including related fees and expenses of any counsel to such parties); (viiix) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRAwith the Financial Industry Regulatory Authority; and (viiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors in Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 8, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, any amendments and or supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Canadian wrapper and Blue Sky Memorandum (including in each case the related reasonable fees and expenses of counsel for the Underwriters; provided, however, that the Company shall not pay for any such Blue Sky fees and expenses if the transactions contemplated by this Agreement are not consummated, notwithstanding anything to the contrary herein); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related reasonable fees and expenses of any one counsel to each of such parties); (viiviii) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC and any filing with, and clearance of any the offering by, the Financial Industry Regulatory Authority (“FINRA”) (including the related reasonable fees and expenses of counsel for the Underwriters); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the fees and expenses of counsel incurred in connection with (a) preparing the Blue Sky Memorandum referenced in clause (v), and (b) any filings and clearance by FINRA referenced in clause (viii), shall not exceed $10,000 in the aggregate. It is understood, however, that except as provided in this Agreement, the Underwriters will pay all costs and expenses incurred by them, including, without limitation, all expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors, fees and disbursements of its counsel, stock transfer taxes payable on resale of the Securities by them, and any advertising expenses connected with any offers it makes. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by the Underwriters’ default on their obligations to purchase the Securities. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Representatives or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided; however, that for purposes of this Section 10(b), the Company shall in no event be liable to the Underwriters for any other amounts, including, without limitation, damages on account of loss of anticipated profits from the sale of the Securities. Notwithstanding anything herein to the contrary, in no event shall the Company be responsible, or obligated to reimburse the Underwriters, for any costs or expenses incurred by the Underwriters in connection with any “road show”. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any defaulting Underwriter.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary ProspectusTime of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of counsel for the Underwriters; (v) the fees and expenses of the CompanyDepositor’s counsel and independent accountants; (ivvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvii) any fees charged by rating agencies the Rating Agencies for rating the SecuritiesCertificates; (viviii) the fees and expenses of the Trustee Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and any paying agent the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (viiix) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRAwith the Financial Industry Regulatory Authority; and (viiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorspurchasers of Offered Certificates; and (xi) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 8, 10; (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters Underwriters; or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters consistent with the terms of the Indenture or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will The Seller agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement and any amendments and exhibits thereto; (iii) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectusamendment or supplement to the Final Prospectus or any document incorporated by reference therein, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountantsas provided in this Agreement; (iv) the fees costs of reproducing and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)distributing this Agreement; (v) any fees charged by securities rating agencies for rating the Underwritten Securities; (vi) the fees cost of accountants’ comfort letters relating to each Prospectus (except as otherwise agreed herein or in a separate letter agreement between the Depositor and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such partiesRepresentative); and (vii) all other costs and expenses incidental to the performance of the obligations of the Depositor and application fees incurred in connection with any filing with, the Seller (including costs and clearance expenses of any offering by, FINRA; counsel to the Depositor and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsSeller). (b) If The Underwriters shall be solely responsible for (i) the costs and expenses of the Underwriters, including the costs and expenses of their counsel and any Blue Sky or legal investment surveys, and (ii) any due diligence expenses incurred by them, any transfer taxes on the Underwritten Securities that they may sell, the expenses of advertising any offering of the Underwritten Securities made by the Underwriters. If this Agreement is terminated pursuant because of a breach by the Depositor or the Seller of any covenant or agreement hereunder (other than the failure of the closing condition set forth in Section 6(h) to Section 8be met), (ii) the Company for any reason fails to tender Depositor and the Securities for delivery to Seller shall cause the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters be reimbursed for all reasonable out-of-pocket costs and expenses (expenses, including the fees and expenses disbursements of their counsel) reasonably incurred by counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.

Payment of Expenses. (a) Whether 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 Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of printing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions in the United States of America as the Representatives 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); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Underwriting Agreement is terminated pursuant to Section 88(iv), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementin accordance with the provisions of Section 6, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the duly documented fees and expenses of their counsel) counsel reasonably incurred by the Underwriters in connection with this Underwriting Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Notes (including all printing and distribution engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of a Blue Sky Memorandum the Notes, (including the related iii) all fees and expenses of counsel for the UnderwritersCompany’s counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts); , each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and the Operative Instruments, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any fees charged part of the Notes in accordance with Section 3(f) hereof for offer and sale under the state securities or blue sky laws, and, if requested by rating agencies for rating the Securities; Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the fees and expenses of the Trustee and any paying agent (Trustee, including related the reasonable fees and expenses disbursements of any counsel to such parties); parties in connection with the Indenture and the Notes, (vii) all expenses and application any fees incurred payable in connection with any filing withthe rating of the Notes with the ratings agencies, and clearance of any offering by, FINRA; and (viii) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Notes by the Depositary for “book-entry” transfer, (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, including travel expenses, (iix) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementall other fees, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4 and Sections 6, 8 and 9 hereof, the Underwriters shall pay their own expenses, including the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)Memorandum; (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance the approval of any offering by, FINRAthe Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company in connection with any marketing activities for the Securities, including but not limited to “net road show” presentation and investor calls and (x) all expenses and application fees related to potential investorsthe listing of the Securities on the SGX-ST. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyhereby and the Underwriters will not pay any expenses incurred by the Company in connection with any “road show” presentation to potential investors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities to the Underwriters and any transfer or similar taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and the fees and expenses of the Company’s independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRAthe Financial Industry Regulatory Authority, Inc.; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives 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 the amount of such fees and expenses of counsel to be paid by the Company shall not exceed $2,500 in the aggregate; (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; provided, that the amount of such fees and disbursements of counsel for the Underwriters to be paid by the Company shall not exceed $25,000 in the aggregate; (viii) all the costs and expenses incurred by of the Company in connection with relating to investor presentations on any “road show” presentation undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, and travel and lodging expenses of the representatives and officers of the Company and any such consultants; and (ix) all expenses and application fees related to potential investorsthe listing of the Shares on the Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification of the Securities and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in connection therewith); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) if required all expenses and application fees fees, incurred in connection with the review by, any filing with, and clearance of any the offering by, FINRA (including filing fees and fees and expenses of counsel for the Underwriters relating to the clearance of the offering by FINRA) and the approval of the Securities for book entry transfer by DTC; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (ix) all expenses and application fees related to the listing of the Underlying Securities on the Exchange; and (x) all fees and expenses in connection with the registration of the Securities under the Exchange Act. It is understood, however, that, except as otherwise provided in this Agreement, the Underwriters will pay all fees and expenses of counsel for the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 811, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement (other than a termination of this Agreement pursuant to Section 12(c) hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement the Transaction Agreements are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder the Transaction Agreements, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the Disclosure Package and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees costs of reproducing and expenses distributing each of the Company’s counsel Transaction Agreements and independent accountantsall other agreements or documents printed and delivered in connection with the offering of the Securities; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA (including reasonable fees and expenses of counsel to the Underwriters); and (viiivi) all expenses incurred by the Company or the Underwriters in connection with any “road show” presentation to potential investors; (vii) the fees and expenses of any rating agencies rating the Securities; and (x) any fees and expenses of the Trustee. Notwithstanding the foregoing, it is understood and agreed that, except as expressly provided in Sections 6 and 10(b), the Underwriters will pay all of their own costs and expenses, including, without limitation, fees and disbursements of their counsel (other than for blue sky and FINRA matters provided above in this Section 10(a)), and transfer taxes on the resale by them of any of the Securities. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities Securities, if any, for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement the Transaction Agreements and the offering transactions contemplated herebythereby, and the Company shall not in any event be liable to any of the Underwriters for any other amount, including, without limitation, damages on account of loss of anticipated profits from the sale of the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connectionthereon; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the reasonable fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions (including Canada) as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such partiesparties as may be agreed by the Company, the Trustee, and the paying agent); (viiviii) all expenses and application fees incurred in connection with the application for the approval of the Securities for book-entry transfer by Euroclear and Clearstream; (ix) any filing with, and clearance of any offering by, FINRAcost incurred in connection with listing the Securities on the The International Stock Exchange; and (viiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (except that, subject to Section 10(b), the Initial Purchasers shall pay 100% of the cost of any aircraft used in connection with the “road show”). (b) If (i) this Agreement is terminated pursuant to Section 88 (other than as the result of an event of the type described in Section 8(i)), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counselcounsel and the full cost of any aircraft used in connection with the “road show”)) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderhereunder (including any goods and services, harmonized sales, sales, transfer, stamp, excise and other similar taxes payable in connection therewith), including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Offered 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package, the Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Lead Underwriter, on behalf of the Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum reasonably requested blue sky memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing share certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees (including the legal fees and expenses of counsel for the Underwriters) incurred and invoiced in connection with any filing with, and clearance of any the offering by, FINRA; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. It is understood, however, that, except as provided in this Section 12, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resales of any of the Offered Shares by them and any advertising expenses connected with any offer they make. (b) If (i) this Agreement is terminated pursuant to Section 811 hereof, (ii) the Company or the Selling Shareholder for any reason fails fail to tender the Securities Offered Shares for delivery to the Underwriters Forward Seller or (iii) the Underwriters decline to purchase the Securities Offered Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company shall, the Company will upon demand, pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, (i) the costs incident expenses relating to the authorizationpreparation, issuanceprinting, sale, preparation filing and delivery distribution of the Securities Statutory Prospectus, the Final Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any taxes payable in that connection; amendments thereof or supplements thereto, (ii) the costs incident expenses relating to the preparation, printing and filing under distribution of this Agreement, the Securities Act Certificates, the Equipment Notes, the Operative Documents, any Underwriter’s Questionnaire or related matters, the Blue Sky Survey and any Legal Investment Survey by the Underwriters’ counsel, (iii) expenses relating to the issuance and delivery of the Registration StatementCertificates to the Underwriters, (iv) the Preliminary Prospectusfees and disbursements of the Company’s counsel and accountants, (v) expenses of qualifying the Certificates under state securities laws in accordance with Section 3(f) hereof, including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the Blue Sky Survey and any Issuer Free Writing ProspectusLegal Investment Survey, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiivi) the fees and expenses of the Company’s counsel Trustee, the Subordination Agent, the Loan Trustee, the Escrow Agent, the Paying Agent and independent accountants; (iv) the Depositary, and the fees and expenses incurred in connection with the registration or qualification and determination disbursements of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationtheir respective counsel, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvii) any fees charged by rating agencies for rating the Securities; Certificates, (viviii) all costs and expenses related to review by the Financial Industry Regulatory Authority, Inc. of the Certificates (including filing fees and the fees and expenses of counsel for the Trustee and Underwriters relating to review), (ix) any paying agent (including related fees costs and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with relating to investor presentations on any “road show” presentation undertaken in connection with the marketing of the Certificates, (x) certain reasonable fees and expenses of counsel for the Underwriters, and (xi) the fees and expenses, if any, incurred in connection with the listing of the Certificates on any securities exchange. The Company will also cause to potential investors. (b) be paid all expenses incident to the performance of its obligations under the Equipment Notes and the Operative Documents and each of the other agreements and instruments referred to therein. If (i) this Agreement is terminated pursuant to by you in accordance with the provisions of Section 8, (ii4 or Section 9(i) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementhereof, the Company agrees to shall, upon demand, reimburse the Underwriters for all of their out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, incurred by the Underwriters them in connection with this Agreement and the offering contemplated herebyby this Agreement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, limitation (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the Preliminary Prospectuspreparation, any printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus and any amendments or supplements thereto as may, in each case, be reasonably requested for use in connection with the offering and sale of the Notes and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the Notes to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Notes to the Underwriters, (iv) all exhibitscosts and expenses incurred in connection with the preparation and execution of this Agreement, amendments and supplements thereto) the Indenture and the distribution thereof; DTC Agreement, (iiiv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (vi) the qualification of the Notes under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, in an amount not to exceed $15,000, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Notes, (viii) any fees payable in connection with the rating of the Notes by the rating agencies, (ix) the fees and expenses of the Company’s Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and independent accountants; the Notes, (ivx) the fees and expenses of making the Notes eligible for clearance, settlement and trading through the facilities of DTC, and (xi) all other fees, costs and expenses incurred in connection with the registration or qualification performance of its obligations hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4 and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate Sections 6, 7 and the preparation9(c) hereof, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementshall pay their own expenses, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses disbursements of their counsel) reasonably incurred , transfer taxes on the resale of any of the Notes by the Underwriters in connection them and any advertising expenses connected with this Agreement and the offering contemplated herebyany offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in connection therewith); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) if required all expenses and application fees fees, incurred in connection with the review by, any filing with, and clearance of any the offering by, FINRA (including filing fees and fees and expenses of counsel for the Underwriters relating to the clearance of the offering by FINRA); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (x) all expenses and application fees related to the listing of the Shares on the Exchange; and (xi) all fees and expenses in connection with the registration of the Shares under the Exchange Act. It is understood, however, that, except as otherwise provided in this Agreement, the Underwriters will pay all fees and expenses of counsel for the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 811, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this AgreementAgreement (other than a termination of this Agreement pursuant to Section 12(c) hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Issuer and each Guarantor jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunderhereunder (excluding, for the avoidance of doubt, the fees and expenses of counsel to the Underwriters), including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Notes (excluding any recoverable value added tax) as contemplated by this Agreement, and any transfer taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the CompanyIssuer’s and each Guarantor’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Notes under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the SecuritiesNotes, if any; (vivii) the preparation of the Indenture and fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such partiesthe Trustee); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering of the Notes by, FINRAthe Financial Industry Regulatory Authority, and the approval of the Notes for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company Issuer and the Underwriters in connection with any “road show” presentation to potential investorsinvestors (in respect of expenses so incurred by the Underwriters, the total amount payable by the Issuer and the Guarantors shall not exceed $10,000; and (x) any fees and expenses incurred in connection with the listing of the Notes on any securities exchange. (b) If (i) this Agreement is terminated pursuant to Section 810, (ii) the Company Issuer for any reason fails to tender the Securities Notes for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Notes for any reason permitted under this Agreement, the Company Issuer and each Guarantor jointly and severally agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that, in respect of expenses so incurred by the Underwriters in the case of (i) above, such reimbursement shall not exceed $300,000 (exclusive of any value added tax which may be payable).

Payment of Expenses. (a) (I) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderand the Selling Stockholders’ obligations hereunder (other than those which are covered by clause (a)(II) below), including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s and Selling Stockholders’ counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives 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); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe National Association of Securities Dealers, Inc.; and (viiiix) all expenses incurred by the Company or any Selling Stockholder in connection with any “road show” presentation to potential investors. ; and (bx) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery all expenses and application fees related to the Underwriters or (iii) listing of the Underwriters decline to purchase Shares on the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyNASDAQ Global Market.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses actually incurred and incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian Wrapper” (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to a maximum of $15,000); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA (including the related fees and expenses of counsel for the Underwriters up to a maximum of $40,000); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors (provided that the cost of any chartered plane to be or used in connection with any “road show” presentation to potential investors will be paid 50% by the Company and 50% by the Underwriters); and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. It is understood, however, that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay their own costs and expenses, including the fees of their counsel, stock transfer taxes on the resale of any of the Shares owned by them, any advertising expenses connected with any offers they may make and all travel (except as set forth in clause (viii) above), lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) actually and reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not The Company covenants and agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Underwriters that the Company will shall pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and independent registered public accounting firm in connection with the registration of the Common Shares under the Securities Act; (ii) all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, the Preliminary Prospectus and the Prospectus and all other amendments and supplements thereto, and any Issuer Free Writing Prospectus, and the mailing and delivering of copies thereof to the Underwriters and dealers; (iii) the cost of printing and producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Blue Sky and legal investment memoranda, closing documents (including any compilations thereof) and any other documents so long as such documents have been approved by the Company in connection with the offering, purchase, sale and delivery of the Common Shares; (iv) all expenses in connection with the qualification of the Common Shares for offering and sale under state securities laws as provided in Section 5(c) hereof, including the fees and disbursements of the counsel to the Underwriters, in connection with such qualification and in connection with any Blue Sky and legal investment surveys; (v) any filing fees incident to, and the reasonable fees and disbursements of the counsel to the Underwriters, in connection with any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Common Shares; (vi) the cost of preparing the certificates for the Common Shares; (vii) the reasonable fees and expenses of any transfer agent or registrar or dividend disbursing agent; (viii) any taxes payable in connection with the issuance, sale and delivery of the Designated Shares to the Underwriters; (ix) all fees imposed by any stock exchange related to the filing or registration of the Designated Shares; and (x) all other costs and expenses incident to the performance of its obligations hereunderhereunder and under any Pricing Agreement, including without limitationwhich are not otherwise specifically provided for in this Section. It is understood, (i) the costs incident to the authorizationhowever, issuancethat, sale, preparation except as otherwise specifically provided in this Section 7 and delivery of the Securities Sections 9 and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement14 hereof, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time Underwriters shall pay all of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket their own costs and expenses (expenses, including the fees of the counsel to the Underwriters, transfer taxes on resale of any of the Designated Shares by them, and any advertising expenses of their counsel) reasonably incurred by the Underwriters in connection connected with this Agreement and the offering contemplated herebyany offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid the following: (i) the costs, expenses, fees and taxes in connection with the registration, issue, sale and delivery of the Securities, including any transfer taxes and stamp or similar duties, and the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing Prospectus and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters, this Agreement, any Blue Sky Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(e) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating agencies for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) the costs of preparation, issuance and delivery of the Securities; (vii) the fees and expenses of the Trustee and any of its agents; (viii) the fees and disbursements of counsel for the Trustee; (ix) the reasonable and documented costs and expenses incurred by the Underwriters in connection with any “non-deal road show” or any pre-marketing presentation to potential investors; and (x) all other costs and expenses incident to the performance of its obligations hereunderhereunder and under the Indenture which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section and Sections 8 and 10 hereof, the Underwriters will pay all of their own costs and expenses, including without limitationthe fees of their counsel, (i) the costs incident to the authorization, issuance, sale, preparation and delivery transfer taxes on resale of any of the Securities by them, 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and advertising expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection connected with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsoffers they may make. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’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 Securities; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may 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); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of preparing certificates, if any, representing the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)Notes; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Notes on the New York Stock Exchange. (b) If (i) this Agreement the sale of the Securities is terminated pursuant not completed due to Section 8, any failure of any of the Company or the Guarantors to comply with the terms hereof or (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under Section 6 of this Agreement, the Company agrees to reimburse or cause to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred and documented by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters up to a maximum aggregate amount of $15,000); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including the reasonable fees and expenses of counsel for the Underwriters up to a maximum aggregate amount of $25,000); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided that the cost of any aircraft chartered in connection with the “road show” shall be shared equally between the Company and the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement and the Forward Sale Agreements are consummated or this Agreement is and the Forward Sale Agreements are terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements 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 each Preliminary Prospectus, any Issuer Free Writing Prospectus, any 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 this Agreement and the Forward Sale Agreements; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented out-of-pocket fees and expenses of counsel for the Underwriters, the Forward Purchasers and the Forward Sellers in an aggregate amount not to exceed $10,000); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses incurred in connection with the listing of the Trustee Offered Shares and the Shares issuable pursuant to the Forward Sale Agreements on the NYSE; (vii) the fees and expenses of any paying transfer agent or registrar for the Shares (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 811, (ii) the Company for any reason fails to tender the Securities Offered Shares are not tendered for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Offered Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriters, the Forward Purchasers and the Forward Sellers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company 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 Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable and documented related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; provided, however, that the amounts payable by the Company for the fees and disbursements of counsel to the Underwriters pursuant to this subsection (vii) and for the fees and expenses pursuant to subsection (iv) shall not exceed $35,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, including, without limitation, any travel expense of the Company’s officers and employees and any other expense of the Company, including 50% of the costs of chartering aircraft transportation in connection with any “road show” (it being understood that the Underwriters will pay the other 50% of the costs of chartering aircraft transportation in connection with any “road show”); and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. It is further understood, however, that except as provided in this Section 11 and Section 7 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on the resale of any of the Shares held by them and any advertising expenses connected with any offers they may make and lodging expenses incurred by them in connection with any “road show,” as applicable. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) ), other than those of a defaulting Underwriter in connection with a termination under Section 10 hereof, reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate reasonably request and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRAthe Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is shall be terminated pursuant to Section 8by the Underwriters, (ii) or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason fails the Company shall be unable to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted perform its obligations under this Agreement, the Company agrees to will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket costs and accountable expenses (including the fees and expenses disbursements of their counsel) reasonably actually incurred by the such Underwriters in connection with this Agreement and or the offering of the Securities contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, by FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors., provided however, that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show”, and provided, further, that the Company and the Underwriters will each pay 50% of the cost of any aircraft chartered to be used in connection with such road show by both the Company and the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market; (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company shall, the Company will upon demand, pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, (i) the costs incident expenses relating to the authorizationpreparation, issuanceprinting, sale, preparation filing and delivery distribution of the Securities Statutory Prospectus, the Final Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any taxes payable in that connection; amendments thereof or supplements thereto, (ii) the costs incident expenses relating to the preparation, printing and filing under distribution of this Agreement, the Securities Act Certificates, the Equipment Notes, the Operative Documents, any Underwriter’s Questionnaire or related matters, the blue sky survey and any legal investment survey by the Underwriters’ counsel, (iii) expenses relating to the issuance and delivery of the Registration StatementCertificates to the Underwriters, (iv) the Preliminary Prospectusfees and disbursements of the Company’s counsel and accountants, (v) expenses of qualifying the Certificates under state securities laws in accordance with Section 3(f) hereof, including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the blue sky survey and any Issuer Free Writing Prospectuslegal investment survey, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiivi) the fees and expenses of the Company’s counsel Trustee, the Subordination Agent, the Loan Trustee, the Escrow Agent, the Paying Agent and independent accountants; (iv) the Depositary, and the fees and expenses incurred in connection with the registration or qualification and determination disbursements of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationtheir respective counsel, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvii) any fees charged by rating agencies for rating the Securities; Certificates, (viviii) all costs and expenses related to review by the Financial Industry Regulatory Authority, Inc. of the Certificates (including filing fees and the fees and expenses of counsel for the Trustee and Underwriters relating to review), (ix) any paying agent (including related fees costs and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with relating to investor presentations on any “road show” presentation undertaken in connection with the marketing of the Certificates, (x) certain reasonable fees and expenses of counsel for the Underwriters, and (xi) the fees and expenses, if any, incurred in connection with the listing of the Certificates on any securities exchange. The Company will also cause to potential investors. (b) be paid all expenses incident to the performance of its obligations under the Equipment Notes and the Operative Documents and each of the other agreements and instruments referred to therein. If (i) this Agreement is terminated pursuant to by you in accordance with the provisions of Section 8, (ii4 or Section 9(i) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementhereof, the Company agrees to shall, upon demand, reimburse the Underwriters for all of their out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, incurred by the Underwriters them in connection with this Agreement and the offering contemplated herebyby this Agreement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee Depositary, transfer agent, registrar and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority (including the fees and expenses of counsel for the Underwriters relating directly to such review or clearance); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. It is understood and acknowledged, however, that, except as provided above and in Section 10(b), the Underwriters will pay all of their own costs and expenses, including fees of their counsel and transfer taxes on resale of any of the Securities. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderhereunder (including any goods and services, harmonized sales, sales, transfer, stamp, excise and other similar taxes payable in connection therewith), including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Offered 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package, the Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Shares under the state or foreign securities or Blue Sky laws of such jurisdictions as the Representatives Lead Underwriter, on behalf of the Underwriters may designate and the preparation, printing and distribution of a reasonably requested Blue Sky Memorandum memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing share certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees (including the legal fees and expenses of counsel for the Underwriters) incurred and invoiced in connection with any filing with, and clearance of any the offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. It is understood, however, that, except as provided in this Section 12, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resales of any of the Offered Shares by them and any advertising expenses connected with any offer they make. (b) If (i) this Agreement is terminated pursuant to Section 811 hereof, (ii) the Company or the Selling Shareholder for any reason fails fail to tender the Securities Offered Shares for delivery to the Underwriters Forward Seller or (iii) the Underwriters decline to purchase the Securities Offered Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; provided, however, that the amounts payable by the Company for the fees and disbursements of counsel to the Underwriters pursuant to this subsection (vii) and for the fees and expenses pursuant to subjection (iv) shall not exceed $35,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors including, without limitation, any travel expense of the Company’s officers and employees and any other expense of the Company, including 50% of the costs of chartering aircraft or other transportation in connection with any “road show” (it being understood that the Underwriters will pay the other 50% of the costs of chartering aircraft or other transportation in connection with any “road show”); and (ix) all expenses and application fees related to the listing of the Shares on Nasdaq. It is understood, however, that except as provided in this Section 11, Section 7 and the last sentence of Section 10(c), the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with an offers they may make and lodging expenses incurred by them in connection with any “road show” and any testing-the-waters meetings, as applicable. (b) If (i) this Agreement is terminated on or prior to the Closing Date pursuant to clause (ii) of Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters (other than those set forth in clauses (i), (iii) or (iv) of Section 9) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Notwithstanding the foregoing, if this Agreement is terminated due to default by the Underwriters as set forth under Section 10, the Underwriters agree to pay their own expenses incurred in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in connection therewith); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) if required all expenses and application fees fees, incurred in connection with the review by, any filing with, and clearance of any the offering by, FINRA (including filing fees and fees and expenses of counsel for the Underwriters relating to the clearance of the offering by FINRA); and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (x) all expenses and application fees related to the listing of the Shares on the Exchange; and (xi) all fees and expenses in connection with the registration of the Shares under the Exchange Act. It is understood, however, that, except as otherwise provided in this Agreement, the Underwriters will pay all fees and expenses of counsel for the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 812, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this AgreementAgreement (other than a termination of this Agreement pursuant to Section 13(c) hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Offering Memorandum and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) the fees and expenses of the Escrow Agent; (ix) all expenses and application fees incurred in connection with any filing with, the application for the inclusion of the Securities on the PORTAL Market and clearance the approval of any offering by, FINRAthe Securities for book-entry transfer by DTC; and (viiix) all expenses incurred by 50% of the Company expense of any chartered aircraft jointly used in connection with any the “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason reason, except with respect to any defaulting Initial Purchaser, fails to tender the Securities for delivery to the Underwriters Initial Purchasers by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the obligations hereunder required to be fulfilled by the Company or any of its subsidiaries is not fulfilled, (iii) the Underwriters decline to purchase the Securities for any reason permitted including but not limited to, termination arising under this AgreementSection 7(ii)), the Company and each of the Guarantors jointly and severally agrees to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives 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); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the shares on the NYSE. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related reasonable fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all reasonable expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA (including the related fees and expenses of counsel for the Underwriters); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (other than as set forth in the next sentence); and (ix) all expenses and application fees related to the listing of the Shares on the NASDAQ Market. The Underwriters shall pay all of their own costs and expenses, including fees of their counsel, travel and lodging expenses of their representatives and 50% of the costs of any aircraft chartered in connection with any “road show.” (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters (other than because of the Underwriters’ failure to pay for the Shares) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to Section 10(c)), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Depositor will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Certificates and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Basic Documents; (iv) the fees and expenses of the Company’s Depositor's counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the SecuritiesCertificates; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing withwith National Association of Securities Dealers, and clearance of any offering by, FINRAInc.; and (viiiix) all expenses incurred by the Company Depositor in connection with any “"road show” " presentation to potential investorsinvestors ; and (x) the costs and expenses of the Depositor in connection with the purchase of the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company Depositor for any reason fails to tender the Securities Offered Certificates for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Offered Certificates for any reason permitted under this Agreement, the Company Depositor agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); ) (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Underlying Securities on Nasdaq. (b) If (i) this Agreement is terminated pursuant to Section 89 (other than pursuant to clause (iv) of Section 9), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement (other than following termination of this Agreement pursuant to clause (iv) of Section 9), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. (b) If Except as otherwise set forth herein, the Company shall not be required to pay for any of the Underwriters’ expenses, except that if (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all reasonable and documented costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities 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 Preliminary Prospectus, Offering Documents (including any amendment or supplement thereto) or any Issuer Free Writing 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 this Agreement; (iv) the filing fees, if any, incurred in connection with the review and qualification of the offering of the New Shares by the Financial Industry Regulatory Authority, Inc. (“FINRA”); (v) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee any centralizing and any paying agent settlement agents (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, of the Rights and clearance of any offering by, FINRAthe New Shares for book-entry transfer by the European Clearing Systems and DTC; and (viii) all expenses incurred by the Company and the Representatives in connection with any “road show” presentation to potential investors. ; (b) If (i) this Agreement is terminated pursuant to Section 8, (iiix) the Company for any reason fails to tender the Securities for delivery fees and expenses of legal counsel to the Underwriters or Underwriters; and (iiix) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for and all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Representatives (including in connection with this Agreement and DealaxisBookbuilder). The expenses to be reimbursed to the offering contemplated herebyRepresentatives will be paid by the Company within 20 Business Days from receipt in each case of a proper invoice.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA in an amount not to exceed $5,000 and the approval of the Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Underlying Securities on NYSE. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the printing and delivery to the Underwriters of this Agreement, any agreement among Underwriters, the Preliminary ProspectusIndenture and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Debt Securities, (iii) the preparation, issuance and delivery of the Debt Securities and any certificates for the Debt Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors or agents (including transfer agents and registrars), as well as the fees and disbursements of the Trustee and its counsel, (v) the qualification of the Debt Securities under state securities laws or the applicable laws of any foreign jurisdiction in which the Debt Securities are offered in accordance with the provisions of Section 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation, printing and delivery of any Blue Sky Survey, and any amendment thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, the Pricing Disclosure Package, and the Prospectus and any amendments or supplements thereto and any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiivii) the fees and expenses charged by nationally recognized statistical rating organizations for the rating of the Company’s counsel Debt Securities, and independent accountants; (ivviii) the fees and expenses incurred in connection with respect to the registration or qualification and determination of eligibility for investment listing of the Debt Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) on any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorssecurities exchange. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, (including all printing and distribution of a Blue Sky Memorandum engraving costs), (including the related fees and expenses of counsel for the Underwriters); (vii) any fees charged by rating agencies for rating the Securities; (vi) the all fees and expenses of the Trustee registrar and any paying transfer agent and Warrant Agent of the Offered Securities, (including related iii) all issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered Securities to the Underwriter and by the Underwriters to the initial purchasers thereof, (iv) all fees and expenses of any counsel the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to such parties); by the Company, and each preliminary prospectus and all amendments and supplements thereto, and this Agreement, (vi) all cost and expenses incurred in connection with the settlement processing and clearing of the Offered Securities, (vii) all expenses filing fees, attorneys’ fees and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8part of the Offered Securities for offer and sale under the state securities or blue sky laws, (iiviii) the Company up to US$82,500 for any reason fails to tender the Securities for delivery to out of pocket and legal expenses incurred by the Underwriters or (iii) in connection with the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses transactions contemplated hereby (including the fees and expenses of counsel for the Underwriter), (ix) up to US$20,000 for the Underwriters’ non-accountable expenses, (x) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the offering of the Offered Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, and travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (xi) the fees and expenses associated with listing the Offered Securities on the NASDAQ and (xii) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement; provided, however that such expenses shall be inclusive of the $25,000 advance for accountable expenses previously paid by the Company to the Representative. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). Except as provided in this Section 6 or in Section 9, Section 11 or Section 12 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of its counsel) reasonably incurred , any advertising expenses connected with any offers they may make and the travel expenses of their own representatives in connection with any road show presentation to potential investors, but excluding the following: stock transfer taxes payable on the sale and delivery by the Underwriters in connection with this Agreement of the Offered Securities to the initial purchasers thereof, including, without limitation, any Bermuda or Swiss federal stamp duty on the issuance of securities (Emissionsabgabe) and Bermuda or Swiss federal stamp duty on the offering contemplated herebytransfer of securities (Umsatzabgabe).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by the rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any the paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Underlying Shares on the Exchange; provided, however, that except as provided in Section 7 or this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the fees and disbursements of their counsel and any advertising expenses (other than with respect to any road show presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, but not limited to (i) the costs incident to the authorizationfees, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees disbursements and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred accountants in connection with the registration or qualification and determination of eligibility for investment issue of the Securities under Notes and all other expenses in connection with the laws of such jurisdictions as the Representatives may designate and the preparationpreparation and, printing and distribution of a Blue Sky Memorandum the Statutory Prospectus, the Final Prospectus and any Issuer Free Writing Prospectuses (and any amendments and supplements thereto) to investors or prospective investors and the mailing and delivering of copies thereof to the Underwriters; (ii) the cost of printing or reproducing copies of any Agreement among Underwriters, this Agreement, the Indenture, the Notes, any blue sky memorandum, closing documents (including any compilations thereof) and any other documents in connection with the related offering, purchase, sale and delivery of the Notes; (iii) expenses in connection with the qualification of the Notes for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and expenses disbursements of counsel for the Underwriters)Underwriter in connection with such qualification and in connection with any blue sky and legal investment surveys; (viv) any fees charged by securities rating agencies services for rating the SecuritiesNotes; (v) filing fees and other expenses relating to filings and clearances with the Financial Industry Regulatory Authority, Inc., (vi) any fees and expenses in connection with approval by DTC for clearance and settlement, (vii) the fees and expenses of the Trustee, any agent of the Trustee and any paying agent (including related the fees and expenses disbursements of any counsel to such parties); (vii) all expenses and application fees incurred for the Trustee in connection with any filing with, the Indenture and clearance of any offering by, FINRAthe Notes; and (viii) all costs and expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) purchasers of the Notes. It is understood, however, that, except as provided in this Agreement is terminated pursuant to Section 8Section, (ii) the Company for any reason fails to tender the Securities for delivery to and Sections 8 and 11 hereof, the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for will pay all out-of-pocket of their own costs and expenses (expenses, including the fees and expenses of their counsel, transfer taxes on resale of any of the Notes by them, travel and lodging expenses of any of their representatives (including for any chartered aircraft or other transportation) reasonably incurred by the Underwriters in connection and any advertising expenses connected with this Agreement and the offering contemplated herebyany offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of this Agreement and the Deposit Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum or Canadian wrapper (including the related fees and expenses of counsel for the Underwriters); (v) any , provided that the reimbursement obligation for such fees charged by rating agencies for rating the Securitiesand expenses does not exceed $5,000; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)issuing Shares; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred by the Company in connection with any filing with, and clearance of any the offering by, FINRA, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by the FINRA of the terms of the sale of the Shares, provided that the reimbursement obligation for any such fees and expenses representing fees and expenses of counsel for the Underwriters shall not exceed $30,000; and (viiiix) all travel and lodging expenses incurred by of the officers, directors and other members of the Company in connection with any “road show” presentation to potential investors, to the extent incurred by the Underwriters on behalf of such -42- persons, and the cost of chartering aircraft for the Company and Underwriters in connection with the “road show” process; and (x) any and all expenses and application fees related to the listing of the Shares on the NASDAQ. It is understood, however, that except as provided in clause (ix) in this Section 11(a) and Section 11(b), the Underwriters will pay expenses incurred by the Underwriters in connection with any “road show” presentation; and except as provided in Section 7, clauses (v) and (viii) in this Section 11(a) and Section 11(b), the Underwriters will pay fees and disbursements of their counsel. (b) If (i) the purchase of the Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement10 hereof, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will Bank or, failing which, the Selling Shareholder shall pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including including, without limitation, the following: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Ordinary Shares and the ADSs 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information 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 Transaction Documents; (iv) the fees and expenses of U.S., Jamaican and any other counsel for the Bank and the Selling Shareholders; (v) the fees and expenses of the CompanyBank’s counsel and independent accountantsregistered public accounting firm; (ivvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or Blue Sky laws of such jurisdictions as the Representatives may designate designate, and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of U.S. counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee Depositary and any paying agent its counsel; (including related viii) the fees and expenses of any counsel to such parties)transfer agent and any registrar; (viiix) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viiix) all expenses incurred by the Company Bank and the Underwriters in connection with preparing for, travelling to and participating in any “road show” presentation presentations to potential investors; (xi) all expenses and application fees related to the listing of the Securities on the New York Stock Exchange and the listing of the Underlying Shares on the Jamaica Stock Exchange and the Trinidad and Tobago Stock Exchange; and (xii) the fees and expenses of U.S. and Jamaican counsel for the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 811 hereof, (ii) the Company Bank or the Selling Shareholders for any reason fails fail to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Bank and the Selling Shareholders agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their U.S. and Jamaican counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable and documented fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable and documented fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA (including the related reasonable fees and expenses of counsel for the Underwriters); provided that the amount payable by the Company with respect to fees and disbursements of the Underwriters and counsel for the Underwriters pursuant to this subsection (vii) shall not exceed $45,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided however, that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show”, and provided, further, that the Company and the Underwriters will each pay 50% of the cost of any aircraft chartered to be used in connection with such road show by both the Company and the Underwriters; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligation to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the transaction documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) 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, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority; and (viiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. The Underwriters severally agree to reimburse the Company for its reasonable, documented, out-of-pocket costs and expenses incurred in connection with the offering of Securities hereby in an amount up to $500,000 within five business days following receipt by the Representatives from the Company of an invoice documenting such expenses. (b) If (i) this Agreement is terminated pursuant to Section 810, (ii) the Company agrees to reimburse the Underwriters for the reasonable fees and expenses of their counsel incurred in connection with this Agreement and the offering contemplated hereby. (c) If the Selling Stockholder for any reason (other than due to a failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement) fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under Section 8 of this Agreement, in each case, because of any failure or refusal on the part of the Selling Stockholder or the Company to comply with the terms or to fulfill any of the conditions of this Agreement, then the party failing or refusing to comply with the terms or to fulfill any of the conditions of this Agreement agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofthereof (including any form of electronic distribution); (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority, Inc. and the approval of the Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid and bear all costs and expenses incident to the performance of its obligations hereunderunder this Agreement and any applicable Terms Agreement, including without limitation(a) the printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, and the Disclosure Package and the cost of furnishing copies thereof to the Underwriters, (ib) the printing and distribution of this Agreement (including any applicable Terms Agreement), the Designated Indenture and the Offered Securities, (c) the delivery of the Offered Securities to the Underwriters, including any transfer taxes payable upon the sale of the Securities to the Underwriters, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Offered Securities under the applicable securities laws in accordance with Section 4(c) and any filing for review of the offering with the Financial Industry Regulatory Authority, (f) the costs incident to the authorizationand charges of any transfer agent, issuancepaying agent or registrar, sale, preparation and delivery of the Securities and any taxes payable in that connection; (iig) the costs incident to the preparationfees of rating agencies, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiih) the fees and expenses of the Company’s counsel and independent accountants; (iv) Trustee, including the fees and expenses incurred disbursements of counsel for the Trustee, in connection with the registration or qualification Designated Indenture and determination of eligibility for investment the Offered Securities, (i) all expenses and listing fees in connection with the listing of the Offered Securities under on any listing exchange specified in the laws Final Term Sheet, (j) all expenses and taxes for which the Company may at any time be liable, including, without limitation, any stamp duty, capital, withholding, transfer or other tax, incident to the issue and delivery of such jurisdictions as the Representatives may designate Offered Securities to the Underwriters and the preparationsale and delivery of the Offered Securities to the initial purchasers thereof (provided that such sale and delivery by the Underwriters takes place outside the United Kingdom) and (k) up to the amount agreed by the Company as reimbursement for the out-of-pocket expenses, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses disbursements of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering transactions contemplated hereby, payable to you, for the account of the Underwriters. If a Terms Agreement is terminated by you in accordance with the provisions of Section 8, 13(a)(i) or 15, the Company shall reimburse the Underwriters for all their out-of-pocket expenses, including the 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 terminatedThe Issuer agrees to pay all costs, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, Notes (including all printing and distribution engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of a Blue Sky Memorandum the Notes to the Underwriters, (including the related iii) all fees and expenses of counsel for the Underwriters); Issuer’s counsel, independent public or certified public accountants and other advisors to the Issuer and to VMware, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution (including any form of electronic distribution) of the preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (v) all filing fees, attorneys’ fees and expenses incurred by the Issuer in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any fees charged part of the Notes for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or other jurisdictions designated by rating agencies for rating the Securities; Underwriters (including, without limitation, the cost of preparing, printing and mailing preliminary and final “blue sky” or legal investment memoranda and any related supplements to each Issuer Free Writing Prospectus and the Prospectus), (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes, (vii) any paying agent fees payable in connection with the rating of the Notes with the ratings agencies, (viii) all fees and expenses (including related reasonable fees and expenses of any counsel to such parties); (viicounsel) all expenses and application fees incurred of the Issuer in connection with any approval of the Notes by the Depositary for “book-entry” transfer, (ix) the filing fees incident to, and the reasonable and documented fees and disbursements of one counsel to the Underwriters in connection with, and clearance the review by FINRA, if required, of any offering bythe terms of the sale of the Notes, FINRA; and (viiix) all other fees, costs and expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender performance by the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted Issuer of its other obligations under this Agreement. Except as provided in this Section 4 and Sections 6, 7 and 8 hereof, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (shall pay their own expenses, including the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters counsel and any stamp or transfer taxes in connection with this Agreement and the offering contemplated herebytransfer of the Notes by them.

Payment of Expenses. (a) Whether or not The Company agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, several Underwriters that the Company will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Company under this Agreement, including without limitation, but not limited to: (i) any filing fees and other expenses (including the costs incident reasonable and documented fees and disbursements of counsel to the authorizationUnderwriters) incurred in connection with qualification or registration of the Offered Securities for offer and sale under the securities laws or Blue Sky laws of the several states of the United States, issuance, sale, the provinces of Canada or other jurisdictions as the Representative may reasonably request and the preparation and delivery printing of the Securities and any taxes payable in that connectionmemoranda relating thereto; (ii) the costs incident and expenses related to the preparation, printing and filing under the Securities Act review by FINRA of the Registration Statement, terms of the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time sale of Sale Information the Offered Securities (including filing fees and the Prospectus (including all exhibits, amendments reasonable and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related documented fees and expenses of counsel for the UnderwritersUnderwriters relating to such review), provided that the reasonable and documented fees, disbursements and expenses of counsel for the Underwriters described in clauses (i) and (ii) shall not exceed $30,000 in the aggregate; (viii) any fees charged by rating agencies for rating the Securities; (vi) the fees costs and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel Company relating to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with investor presentations or any “road show” presentation in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company; (iv) fees and expenses incident to potential investors. listing the Offered Securities on the Nasdaq Global Select Market; (bv) If fees and expenses in connection with the registration of the Offered Securities under the Exchange Act; and (ivi) this Agreement is terminated pursuant to Section 8, (ii) any transfer taxes payable in connection with the Company for any reason fails to tender delivery of the Offered Securities for delivery to the Underwriters or and expenses incurred in distributing preliminary prospectuses and the Final Prospectus (iiiincluding any amendments and supplements thereto) to the Underwriters. It is understood, however, that, except as provided in this Section 5(j), and Sections 7 and 10 hereof, the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for will pay all out-of-pocket of their own costs and expenses (expenses, including the fees and expenses disbursements of their counsel) reasonably incurred , stock transfer taxes on resale of any of the Offered Securities by the Underwriters in connection them, and any advertising expenses connected with this Agreement and the offering contemplated herebyany offers they may make.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Company and the Selling Stockholders, as the case may be, under this Agreement, including but not limited to (i) any filing fees and other expenses (including reasonable fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under Blue Sky Laws and the preparation and printing of memoranda relating thereto, (ii) costs and expenses related to the review by FINRA of the Offered Securities (including filing fees and the reasonable fees and expenses of one counsel for the Underwriters relating to such review in an amount equal to $20,000), (iii) costs and expenses of the Company relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (i) any travel expenses of the Company’s officers and employees and any other expenses of the Company; provided that the Company, on the one hand, and the several Underwriters, on the other hand, will each pay 50% of the costs incident and expenses relating to the authorization, issuance, sale, preparation chartering of airplanes used by the Company and delivery the Underwriters in connection with any such investor presentation or “road show,” (iv) fees and expenses in connection with the registration of the Offered 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 StatementExchange Act, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information (v) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including all exhibits, any amendments and supplements thereto) to the Underwriters and the distribution thereof; (iiivi) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationpreparing, printing and distribution distributing any Issuer Free Writing Prospectuses to investors or prospective investors. Notwithstanding the foregoing, each Selling Stockholder will pay any transfer taxes on the sale by such Selling Stockholder of a Blue Sky Memorandum (including the related fees and expenses of counsel for Offered Securities to the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company 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 Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits), the Preliminary Prospectusas originally filed and as amended, any Issuer Free Writing Prospectus, any Time of Sale Information preliminary prospectus supplements and the Prospectus (including all exhibits, and any amendments and or supplements thereto) , and the cost of furnishing copies thereof to the Underwriters, (b) the printing and distribution thereof; of this Agreement, any agreement among Underwriters, the Indenture, and such other documents as may be required in connection with the offering purchase, sale and delivery of the Securities, (iiic) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (d) the fees and expenses disbursements of the Company’s 's counsel and independent accountants; , (ive) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationapplicable securities laws, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vf) any fees charged by rating agencies for rating the Securities; , (vig) the reasonable fees and disbursements of counsel in connection with the Blue Sky survey and (h) the fees and expenses of the Trustee and any paying agent (Trustee, including related the fees and expenses disbursements of any counsel to such parties); (vii) all expenses and application fees incurred for the Trustee, in connection with any filing with, the Indenture and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) Securities. If (i) this Agreement is terminated pursuant to by you in accordance with the provisions of Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters 5 or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementSection 10(a)(i), the Company agrees to shall reimburse the Underwriters for all of their reasonable out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, incurred by the Underwriters them in connection with this Agreement and the public offering contemplated herebyof the Securities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate reasonably request and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRAthe Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is shall be terminated pursuant to Section 8by the Underwriters, (ii) or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason fails the Company shall be unable to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted perform its obligations under this Agreement, the Company agrees to will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable and documented out-of-pocket costs and accountable expenses (including the fees and expenses disbursements of their counsel) reasonably actually incurred by the such Underwriters in connection with this Agreement and or the offering of the Securities contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, : (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; ; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the ADR Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package, the Prospectus and the ADR Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; ; (iii) the costs incident to the preparation and filing with the FSC of the K-SRS in accordance with the laws of Korea; (iv) the costs of reproducing and distributing each of the Transaction Documents; (v) the fees and expenses of the Company’s counsel and independent accountants; ; (ivvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum Memorandum; (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vivii) the fees cost of preparing stock certificates; (viii) the costs and expenses of the Trustee and any paying agent (including related fees and expenses charges of any counsel to such parties); transfer agent, registrar or depositary; (viiix) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; FINRA (including the related fees and expenses of counsel for the Underwriters); (viiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, including (A) cost of venue for the road show presentations and (B) travel, meals and lodging expenses of representatives (which, for the avoidance of doubt, shall not include the Underwriters and their representatives) and officers of the Company; and (xi) all expenses and application fees related to the listing of the Securities on the Nasdaq Stock Market. (b) If Notwithstanding anything in clause (a) above, it is understood and agreed, however, that: (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or will pay (iiiA) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel; (B) reasonably travel, meals and lodging expenses incurred by the Underwriters and their representatives in connection with this Agreement their participation in “road show” presentations, due diligence sessions and other business meetings; and (C) stock transfer taxes on resale of any of the offering contemplated herebySecurities by them, and any advertising expenses connected with any offers they may make; and (ii) the Selling Stockholder will pay the fees and expenses of its counsel.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; (ix) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange; and (viiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that notwithstanding clause (x) above, the Underwriters shall pay one-half of the lease expenses associated with any airplane which is used for the purposes of such “road show” presentations. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iiiii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this AgreementAgreement (other than Section 9, but excluding any termination of this Agreement by the Representative pursuant to clause (ii) thereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this the Terms Agreement are consummated or this the Terms Agreement is terminated, the Company will and each of the Guarantors agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (iib) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiic) the costs of reproducing and distributing the Terms Agreement and the Securities; (d) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (ive) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vf) any fees charged by rating agencies for rating the Securities; (vig) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viih) all expenses and application fees incurred by the Company in connection with any filing with, and clearance of any offering by, FINRA; the Financial Industry Regulatory Authority and in connection the approval of the Securities for book entry transfer by DTC and (viiii) all expenses incurred by the Company in connection with any “road showroadshow” presentation to potential investors(except that the Underwriters shall pay their own expenses and 50% of the cost of any aircraft, in each case, in connection with any such “roadshow”). It is understood, however, that, except as provided in this Section and Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. (b) If (i) this the Terms Agreement is terminated pursuant to clause (i) of Section 810, (ii) the Underwriters decline to purchase the Securities because the Company for any reason fails to tender the Securities for delivery to the Underwriters or the Company or any Guarantor fails to perform any of its obligations hereunder or (iii) the Underwriters decline to purchase the Securities for because any reason permitted under this Agreementcondition to the obligations of the Underwriters set forth in Section 11 hereof is not satisfied, the Company and each of the Guarantors jointly and severally agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this the Terms Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses actually incurred and incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian Wrapper” (including the related fees and expenses of counsel for the UnderwritersUnderwriters up to a maximum of $15,000); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA (including the related fees and expenses of counsel for the Underwriters up to a maximum of $30,000); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. It is understood, however, that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay their own costs and expenses, including the fees of their counsel, stock transfer taxes on the resale of any of the Shares owned by them, any advertising expenses connected with any offers they may make and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) actually and reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Issuers will pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementPreliminary Memorandum, the Preliminary ProspectusOffering Memorandum, any Issuer Free Writing Prospectus, any Time of Sale Information 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 Transaction Documents; (iv) the fees and expenses of counsel to the Company’s counsel Eagle Rock Parties and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viiiix) all expenses incurred by the Company Issuers in connection with any “road show” presentation to potential investorsinvestors (subject to the reimbursement by the Initial Purchasers of one-half of the costs of using an airplane with respect to any such “road show” presentation); provided that, except as provided in this Section 10, the Initial Purchasers shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Securities that they may sell and the expenses of advertising any offering of the Securities made by the Initial Purchasers. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company Issuers for any reason fails fail to tender the Securities for delivery to the Underwriters Initial Purchasers or (iiiii) the Underwriters decline this Agreement is terminated pursuant to purchase the Securities for any reason permitted under this AgreementSection 8(a) or Section 8(b)(ii), the Company agrees Issuers agree to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its the obligations hereunderof the Company under this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to associated with the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus Statement (including all financial statements and exhibits) as originally filed and of each amendment thereto (ii) the costs associated with the preparation, amendments issuance and supplements thereto) delivery of the Securities to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the distribution thereof; sale, issuance or delivery of the Securities to the Underwriters, (iii) the fees and expenses disbursements of the counsel, accountants and other advisors or agents (including transfer agents and registrars) to the Company’s counsel and independent accountants; (iv) , as well as the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses disbursements of the Trustee and any paying agent Depositary, and their respective counsel, (iv) the printing and delivery to the Underwriters of copies of the Basic Prospectus, each preliminary prospectus, including related the Preliminary Final Prospectus, and the Final Prospectus, and any amendments or supplements thereto, (v) the fees charged by nationally recognized statistical rating organizations for the rating of the Securities, (vi) the qualification of the Securities under securities laws in accordance with the provisions of Section 5(e) hereof, including filing fees and expenses the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any counsel to such parties); supplement thereto, and (vii) all expenses the cost of making the Securities eligible for clearance and application fees incurred in connection with any filing with, and clearance settlement through the facilities of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsThe Depository Trust Company. (b) If (i) this Agreement the sale of the Securities provided for herein is terminated not consummated because any condition to the obligations of the Underwriters attributable to the Company set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 810(i) hereof or because of any refusal, (ii) inability or failure on the part of the Company for to perform any agreement herein or comply with any provision hereof other than by reason fails to tender of a default by any of the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementUnderwriters, the Company agrees to will reimburse the Underwriters severally through the Representatives on demand for all out-of-pocket costs and expenses (including the reasonable fees and expenses disbursements of their counsel) that shall have been reasonably incurred by the Underwriters them in connection with this Agreement the proposed purchase and sale of the offering contemplated herebySecurities.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement other than Section 10, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counselcounsel upon the receipt by the Company of an invoice therefor) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing of and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority; and (viiiix) all expenses incurred by the Company and the Guarantors in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement other than Section 10, the Company agrees and the Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counselcounsel upon the receipt by the Company of an invoice therefor) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRAthe Financial Industry Regulatory Authority, Inc.; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. It is understood, however, except as provided in Section 7 and this Section 10, that the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters for any reason other than the Underwriters’ failure to perform their obligations under this Agreement (including pursuant to Section 8 of this Agreement) or (iii) the Underwriters decline or fail to purchase the Securities for any reason permitted under Section 6 or Section 9 of this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company Partnership Parties, jointly and severally, will pay or cause to be paid all costs costs, expenses and expenses incident to the performance of its obligations hereunder, including without limitation, fees in connection with (i) the costs incident to the authorizationregistration, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connectionupon the issuance, sale and delivery of the Securities to the Underwriters; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereoffurnishing of copies of each thereof to the Underwriters; (iii) the fees reproducing and expenses delivering each of the Company’s counsel and independent accountantsTransaction Documents; (iv) the fees and expenses incurred in connection with of the Partnership’s counsel and independent accountants; (v) the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum any blue sky memorandum to the Underwriters (including the reasonable related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee trustee and any paying agent of the Securities (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, with FINRA; and (viii) any fees charged by rating agencies for the rating of the Securities; (ix) any listing of the Securities on any securities exchange or qualification of the Securities for quotation on the NYSE and any registration thereof under the Exchange Act; (x) the approval of the Securities for book-entry transfer by DTC; (xi) all expenses incurred by the Company Partnership Parties relating to presentations or meetings undertaken in connection with any “the marketing of the offering and sale of the Securities to prospective investors, including, without limitation, expenses associated with the production of road show” presentation show slides and graphics, travel, lodging and other expenses incurred by the officers of the Partnership Parties; and (xii) all other costs and expenses incident to potential investorsthe performance of the obligations of the Partnership Parties hereunder for which provision is not otherwise made in this Section. (b) If (i) this Agreement is terminated pursuant to Section 8Sections 9(ii) or 9(iv), (ii) the Company Partnership for any reason fails to tender the Securities for delivery to the Underwriters (other than as a result of the default by one or more of the Underwriters in its or their respective obligations hereunder) or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees Partnership Parties (in addition to paying the amounts described in Section 11(a)) jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee Depositary and any transfer or paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAby FINRA and the approval of the Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to by the Representatives in accordance with the provisions of Section 88 hereof, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to shall reimburse the Underwriters for all out-of-of their reasonable out of pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably incurred by counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vivii) the costs and charges of any transfer agent and any registrar; (viii) all reasonable expenses (including the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiUnderwriters’ counsel) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, the FINRA; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors including the pro-rata (based on the number of passengers from the Company and the Underwriters) cost of any aircraft chartered in connection with the road show; and (x) all expenses and application fees related to the listing of the Shares on the NYSE. It is understood, however, that except as provided in this Section 13 or Section 9 hereof, the underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on the resale of any of the Shares owned by them, any advertising expenses connected with any offers they may make and all travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the road show including the pro-rata (based on the number of passengers from the Company and the Underwriters) cost of any aircraft chartered in connection with the road show. It is further understood that the Selling Stockholders will pay all of their own costs and expenses, including the fees of their respective counsel and stock transfer taxes on the sale of their shares, except as provided in any separate agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholders, on the other hand. (b) If (i) this Agreement is terminated pursuant to Section 811(ii), (ii) the Company or the Selling Stockholders for any reason fails (other than as a result of a termination pursuant to clauses (i), (iii), (iv) or (v) of Section 11 or Section 12) fail to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company (and, if one or more Selling Stockholders fail to tender their Shares for delivery to the Underwriters or if this Agreement is terminated as a result of such Selling Stockholder’s or Selling Stockholders’ failure to perform its or their obligations under Section 8 hereof, in each case without any fault on the part of the Company, the Underwriters or the other Selling Stockholders, each of those Selling Stockholders) agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided that, if a Selling Stockholder fails to tender its Shares for delivery to the Underwriters (without any fault on the part of the Company, the Underwriters or the other Selling Stockholders), such Selling Stockholder agrees to reimburse the Underwriters only for such out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with such Selling Stockholder’s failure to deliver its Shares. (c) This Section 13 shall not affect any separate agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholders, on the other hand.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification of the Securities and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the 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 connection therewith); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) if required, all expenses and application fees fees, incurred in connection with the review by, any filing with, and clearance of any the offering by, FINRA (including filing fees and fees and expenses of counsel for the Underwriters relating to the clearance of the offering by FINRA) and the approval of the Securities for book-entry transfer by DTC; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (ix) all expenses and application fees related to the listing of the Underlying Securities on the Exchange; and (x) all fees and expenses in connection with the registration of the Securities under the Exchange Act. It is understood, however, that, except as otherwise provided in this Agreement, the Underwriters will pay all fees and expenses of counsel for the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 811, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement (other than a termination of this Agreement pursuant to Section 12(c) hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all documented costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA (including the fees and expenses of counsel for the Underwriters relating to such review); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided that any expenses or costs associated with any chartered plane used in connection with any road show shall be paid 50% by the Company and 50% by the Underwriters and (ix) all expenses and application fees related to the listing of the Shares on the Exchange; provided, however, that the amount payable by the Company pursuant to clauses (iv) and (vii) of this Section 13(a) for fees and expenses of counsel to the Underwriters shall not exceed $30,000 in the aggregate. It is, however, understood that except as provided in this Section 13 or Section 9 hereof, the Underwriters shall pay all of their own costs and expenses, including, without limitation, the fees and disbursements of their counsel, any advertising expenses connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 811, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s 's counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives 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); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe NASD; and (viiiix) all expenses incurred by the Company in connection with any “"road show” " presentation to potential investors; and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq National Market. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters other than by reason of a default by any of the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe National Association of Securities Dealers, Inc.; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq National Market. It is understood, however, that except as provided in this Section, 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 offers they may make. Further, all expenses associated with chartering any aircraft in connection with the offering shall be borne 50% by the Company and 50% by the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters or (iiiii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this AgreementAgreement (other than as a result of the termination of this Agreement pursuant to Section 11), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any stock or other transfer taxes and any stamp or other duties payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA and all reasonable and documented expenses of counsel to the Underwriters in connection therewith, provided that the aggregate amount of expenses of counsel to the Underwriters pursuant to these clauses (iv) and (vii) shall not exceed $15,000 (excluding filing fees); and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; provided, however, that the Underwriters will pay all of the travel and lodging expenses of the Underwriters or any of their representatives and counsel as incurred by them in connection with the road show and provided further that the Company and the Underwriters will each pay 50% of the cost of any aircraft chartered in connection with any roadshow; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter pursuant to this paragraph (b) that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company shall, the Company will upon demand, pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, including (i) the costs incident expenses relating to the authorizationpreparation, issuanceprinting, sale, preparation filing and delivery distribution of the Securities Statutory Prospectus, the Final Prospectus, the Registration Statement and each Permitted Free Writing Prospectus and any taxes payable in that connection; amendments thereof or supplements thereto, (ii) the costs incident expenses relating to the preparation, printing and filing under distribution of this Agreement, the Securities Act Class A Certificates, the Equipment Notes, the Operative Documents, any Underwriter's questionnaire or related matters, the blue sky survey by the Underwriters' counsel, (iii) expenses relating to the issuance and delivery of the Registration StatementClass A Certificates to the Underwriters, (iv) the Preliminary Prospectusfees and disbursements of the Company's counsel and accountants, any Issuer Free Writing Prospectus(v) expenses of qualifying the Class A Certificates under state securities laws in accordance with Section 3(f) hereof, any Time including filing fees and fees and disbursements of Sale Information counsel for the Underwriters in connection therewith and in connection with the Prospectus blue sky survey, (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiivi) the fees and expenses of the Company’s counsel Trustee, the Subordination Agent and independent accountants; (iv) the Loan Trustee, and the fees and expenses incurred in connection with the registration or qualification and determination disbursements of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationtheir respective counsel, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvii) any fees charged by rating agencies for rating the Securities; Class A Certificates, (viviii) all costs and expenses related to review by the Financial Industry Regulatory Authority, Inc. of the Class A Certificates (including filing fees and the fees and expenses of counsel for the Trustee Underwriters relating to review), (ix) any costs and expenses in connection with any paying agent electronic "road show", as well as any costs and expenses of the Company relating to investor presentations on any "road show", in each case undertaken in connection with the marketing of the Class A Certificates, (including related x) certain reasonable fees and expenses of any counsel for the Underwriters in the amount previously agreed to such parties); between the Company and the Underwriters, and (viixi) all expenses the fees and application fees expenses, if any, incurred in connection with the listing of the Class A Certificates on any filing with, and clearance of any offering by, FINRA; and (viii) securities exchange. The Company will also cause to be paid all expenses incurred by incident to the Company in connection with any “road show” presentation performance of its obligations under the Equipment Notes and the Operative Documents and each of the other agreements and instruments referred to potential investors. (b) therein. If (i) this Agreement is terminated pursuant to by you in accordance with the provisions of Section 8, (ii4 or Section 9(i) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementhereof, the Company agrees to shall, upon demand, reimburse the Underwriters for all of their out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) reasonably counsel for the Underwriters, incurred by the Underwriters them in connection with this Agreement and the offering contemplated herebyby this Agreement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority; and the approval of the Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. Except as provided for by this Agreement, the Underwriters will pay all of their own expenses, including the fees of their counsel and travel and lodging expenses of the Representatives. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided, however, that for purposes of this Section 11(b), the Company shall in no event be liable to any of the Underwriters for any other amounts (for the avoidance of doubt, not including any amounts under Section 7 hereof), including, without limitation, damages on account of loss of anticipated profits from the sale of the Shares. Notwithstanding anything herein to the contrary, in the event of termination pursuant to Sections 9(iii) or (iv), the Company shall not be responsible or obligated to reimburse the Underwriters, for any costs or expenses incurred by the Underwriters in connection with any road show. For the avoidance of doubt, it is understood that the company shall not pay or reimburse any costs, fees, or expenses incurred by any Underwriter that defaults on its obligation to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Expenses The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement (including financial statements and exhibits) as originally filed and each amendment thereto, (ii) the Preliminary Prospectuspreparation, any printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including all exhibitsany stock or other transfer taxes and any stamp or other duties payable upon the sale, amendments issuance or delivery of the Securities to the Underwriters, (iv) the fees and supplements theretodisbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees and the distribution thereof; reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of a “blue sky” survey and any supplement thereto, (iiivi) the fees and expenses of any transfer agent or registrar for the Company’s Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel and independent accountants; to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Securities, (ivix) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under on the laws of such jurisdictions as the Representatives may designate New York Stock Exchange and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the fees and expenses reforming of their counsel) reasonably incurred any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in connection with this Agreement and the offering contemplated herebythird sentence of Section 1(a)(ii).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of the Shares on the NYSE. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including without limitationincluding, (i) the costs incident but not limited to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and other expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate Representative designates and the preparationpreparation and printing of memoranda relating thereto, printing costs and distribution expenses related to the review by the FINRA of a Blue Sky Memorandum the Offered Securities (including the related filing fees), fees and expenses disbursements of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees Company’s legal counsel, accountants and other advisors, costs and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel relating to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with investor presentations or any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8in connection with the offering and sale of the Offered Securities including, (ii) without limitation, any travel expenses of the Company’s officers and employees and any other expenses of the Company for including the chartering of airplanes, fees and expenses incident to listing the Offered Securities on the Nasdaq Global Market, fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, expenses incurred in preparing, printing and distributing preliminary prospectuses, any reason fails to tender Issuer Free Writing Prospectuses and the Securities for delivery Final Prospectus (including any amendments and supplements thereto) to the Underwriters Underwriters, and expenses incurred for distributing (including electronic delivery of) any of the foregoing to investors or prospective investors (iii) for the Underwriters decline to purchase the Securities for any reason permitted under this Agreementavoidance of doubt, the Company agrees to reimburse the Underwriters for all out-of-pocket will not pay any costs and expenses (including the fees and expenses of their counsel) reasonably paid or incurred by any Underwriters, other than those so paid or incurred by the Underwriters on behalf of the Company (and the Selling Shareholder, if applicable), relating to any “road show” in connection with the offering and sale of the Offered Securities). In addition to the foregoing, the Company will pay the Representative on behalf of the Underwriters on the First Closing Date the sum of US$200,000 as a non-accountable reimbursement of the expenses paid by the Underwriters on behalf of the Company (and the Selling Shareholder, if applicable), with respect to any “road show” in connection with this Agreement offering and sale of the offering contemplated hereby.Offered

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum and any “Canadian wrapper” (including the related and documented fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates, if applicable; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA (including the related and documented fees and expenses of counsel for the Underwriters), provided that the fees and expenses pursuant to clauses (iv) and (vii) shall not, in the aggregate, exceed $35,000; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (provided that subject to the Company’s and Representatives’ prior written approval of each such expense, the cost of any chartered plane to be used in connection with any “road show” presentation to potential investors will be paid 50% by the Company and 50% by the Underwriters); (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market; and (x) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program, and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. It is understood, however, that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay their own costs and expenses, including the fees of their counsel, stock transfer taxes on the resale of any of the Shares owned by them, any advertising expenses connected with any offers they may make and all travel (except as set forth in clause (viii) above), lodging and other expenses of the Underwriters, any of their employees, their representatives and counsel. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby; provided, however, that for purposes of this Section 11(b), the Company shall in no event be liable to any of the Underwriters for any other amounts (for the avoidance of doubt, not including any amounts under Section 7 hereof), including, without limitation, damages on account of loss of anticipated profits from the sale of the Shares. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)) if such fees and expenses are required to be incurred; (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (x) all expenses and application fees related to the listing of the Shares on the Exchange; and (xi) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for Shares because any reason permitted under this Agreementof the conditions to the Underwriters’ obligations set forth in Section 6 have not been met, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company agrees to pay all costs, the Company will pay or cause to be paid all costs fees and expenses incident to incurred in connection with the performance of its obligations hereunderhereunder and in connection with the transactions contemplated hereby, including including, without limitation, (i) the costs all expenses incident to the authorization, issuance, sale, preparation issuance and delivery of the Securities (including all printing and any taxes payable in that connection; engraving costs), (ii) all necessary issue, stock, transfer and any stamp taxes or other duties in connection with the costs incident issuance, sale and delivery of the Securities to the preparationUnderwriters, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the all fees and expenses of the Company’s counsel counsel, independent public or certified public accountants and independent accountants; other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto, (v) all costs and expenses incurred in connection with the preparation, printing, filing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, (vi) all reasonable filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying the Securities for offer and sale under the securities laws of the several states of the United States or the provinces of Canada (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the Pricing Disclosure Package or the Prospectus), (vii) the reasonable fees and expenses of any transfer agent or registrar for the Securities, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of the cost of aircraft and other transportation chartered in connection with the road show (including any aircraft owned by any officer or director of the Company), (ix) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Underwriters in connection with the review by the Financial Regulatory Industry Authority (“FINRA”), if any, of the terms of the sale of the Securities and (x) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under on the laws of such jurisdictions Nasdaq Global Market. Except as the Representatives may designate provided in this Section 4 and the preparationSections 6, printing 7 and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with8 hereof, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementshall pay their own expenses, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

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

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the The Company will pay or cause to be paid and bear all costs and expenses incident to the performance of its obligations hereunderunder this Agreement and any applicable Terms Agreement, including without limitation(a) the printing and filing of the Registration Statement (including financial statements and exhibits), as originally filed and as amended, the Disclosure Package and the cost of furnishing copies thereof to the Underwriters, (ib) the printing and distribution of this Agreement (including any applicable Terms Agreement), the Designated Indenture and the Offered Securities, (c) the delivery of the Offered Securities to the Underwriters, including any transfer taxes payable upon the sale of the Securities to the Underwriters, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Offered Securities under the applicable securities laws in accordance with Section 3(c) and any filing for review of the offering with the Financial Industry Regulatory Authority, (f) the costs incident to the authorizationand charges of any transfer agent, issuancepaying agent or registrar, sale, preparation and delivery of the Securities and any taxes payable in that connection; (iig) the costs incident to the preparationfees of rating agencies, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiih) the fees and expenses of the Company’s counsel and independent accountants; (iv) Trustee, including the fees and expenses incurred disbursements of counsel for the Trustee, in connection with the registration or qualification Designated Indenture and determination of eligibility for investment the Offered Securities, (i) all expenses and listing fees in connection with the listing of the Offered Securities under on any listing exchange specified in the laws Final Term Sheet, (j) all expenses and taxes for which the Company may at any time be liable, including, without limitation, any stamp duty, capital, withholding, transfer or other tax, incident to the issue and delivery of such jurisdictions as the Representatives may designate Offered Securities to the Underwriters and the preparation, printing sale and distribution delivery of a Blue Sky Memorandum the Offered Securities by the Underwriters to the initial purchasers thereof (including provided that such sale and delivery by the related Underwriters takes place outside the United Kingdom) and (k) up to the amount agreed by the Company as reimbursement for the out-of-pocket expenses (except for the fees and expenses disbursements of counsel for the Underwriters); (v) any fees charged by rating agencies , for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to which the Underwriters or (iii) will be responsible to bear the Underwriters decline to purchase the Securities for any reason permitted under this Agreementcosts), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering transactions contemplated hereby, payable to you, for the account of the Underwriters. If a Terms Agreement is terminated by you in accordance with the provisions of Section 8, 13(a)(i) or 15, the Company shall reimburse the Underwriters for all their out-of-pocket expenses, including the 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 The Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunderunder this Agreement, including but not limited to (A) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities or the shares of Common Stock to be issued upon conversion of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the preparation and printing of memoranda relating thereto, (B) costs and expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review), with such costs not to exceed $5,000, (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, (i1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the costs fees and expenses incident to listing the authorizationOffered Securities on the NYSE, issuance, sale, preparation (E) the fees and delivery expenses in connection with the registration of the Offered 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 StatementExchange Act, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including all exhibits, any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and the distribution thereof; distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (iiiH) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate accountants and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the Underwriters); Company, (vI) any all fees charged by rating agencies for rating clearance, settlement and book-entry transfer of the Securities; Offered Securities through The Depository Trust Company and (viJ) the fees all other costs and expenses of incident to the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering by, FINRA; and (viii) all expenses incurred performance by the Company in connection with any “road show” presentation to potential investorsof its obligations hereunder. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and and, if required, the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonably incurred fees and expenses of counsel for the UnderwritersUnderwriters related thereto) in an amount not to exceed $10,000 (excluding filing fees); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA in an amount not to exceed $30,000 (excluding filing fees); and (viii) all expenses and application fees related to the listing of the Shares on the Exchange; and (ix) all of the travel and lodging expenses of the Company or any of its employees incurred by the Company them in connection with any “road show” presentation to potential investors; provided, however, that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters or any of their employees incurred by them in connection with the “road show”, and provided, further, that the Company and the Underwriters will each pay 50% of all other expenses incurred in connection with the “road show”, including 50% of the cost of any aircraft chartered in connection with such road show. The provisions of this Section shall not supersede or otherwise affect any agreement that the Company and the Selling Stockholders may otherwise have for the allocation of such expenses among themselves. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 812, (ii) the Company for any reason fails to tender the Securities Shares required to be tendered by it or on its behalf pursuant to this Agreement for delivery to the Underwriters other than as a result of a termination pursuant to clause (i), (iii) or (iv) of Section 12 or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this AgreementAgreement (other than as a result of a termination pursuant to clause (i), (iii) or (iv) of Section 12 or as set forth in Section 13), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred and documented by the Underwriters in connection with this Agreement and the offering contemplated hereby. If any Selling Stockholder for any reason defaults on its obligation to tender the Shares required to be tendered by it or on its behalf pursuant to this Agreement for delivery to the Underwriters, such Selling Stockholder agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred and documented by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered by such Selling Stockholder. For the avoidance of doubt, it is understood that neither the Company nor the Selling Stockholders shall pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults on its obligations to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of incurred by counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (x) all expenses and application fees related to the listing of the Shares on The Nasdaq Capital Market; (xi) the out-of-pocket costs and expenses (other than the fees and expenses of counsel, which are addressed in (xii) below) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby in an amount not to exceed $10,000 in the aggregate; and (xii) all reasonable fees and expenses of independent counsel to the Underwriters in connection with this Agreement and the offering contemplated hereby in an amount not to exceed $75,000 in the aggregate. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters (A) for all out-of-pocket costs and expenses (including other than the fees and expenses of their counsel, which are addressed in (B) below) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyhereby in an amount not to exceed $10,000 in the aggregate; and (B) all reasonable fees and expenses of independent counsel to the Underwriters in connection with this Agreement and the offering contemplated hereby in an amount not to exceed $75,000 in the aggregate; provided, however, that in the case of termination under Section 10(c), the Company shall not reimburse the defaulting underwriter for any out-of-pocket costs and expenses or fees and expenses of independent counsel to the Underwriters incurred by such defaulting underwriter.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing the Underwriting Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe National Association of Securities Dealers, Inc.; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (x) all expenses and application fees related to the listing of the Shares on the New York Stock Exchange; and (xi) all costs, expenses, fees and taxes incident to the offer and sale of Shares in connection with the Directed Share Program, including the fees and disbursements of counsel to the Underwriters and Fidelity related thereto, the costs and expenses of preparation, printing and distribution of the Directed Share Program material and all stamp duties or other taxes incurred by the Underwriters or Fidelity in connection with the Directed Share Program; provided that notwithstanding clause (ix) above, the Underwriters shall pay one-half of the lease expenses associated with any airplane which is leased for purposes of such “road show” presentations. (b) If (i) this Agreement is terminated pursuant to clauses (ii) or (v) of Section 811, (ii) the Company Selling Shareholder for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this AgreementAgreement (other than clauses (i), (iii) or (iv) of Section 11), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. It is understood, however, that, except as provided in Section 9 and this Section 13, the Underwriters will pay all of their own costs and expenses, including the fees and expenses of their counsel, stock transfer taxes on resale of any of the Shares by them, any advertising expenses connected with any offers they may make, and expenses incurred by the Underwriters in connection with any “road show” presentation to potential investors. For the avoidance of doubt, the cost of any aircraft chartered in connection with the road show shall be split equally between the Company and the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 811, (ii) the Company or the Selling Stockholders for any reason fails fail to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will 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 obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Securities, Guarantees or Conversion Shares and any taxes payable in that connection; (ii) the costs incident to (x) the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary ProspectusOffering Memorandum, any Issuer Free Writing ProspectusWritten Communication, any Time of Sale Information and the Prospectus Final Offering Memorandum (including all exhibits, amendments and supplements thereto) and the distribution thereofthereof and (y) the preparation and filing under the Securities Act of the Registration Statement; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s 's and the Guarantors' counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Securities, the Guarantees or the Conversion Shares under the laws of such jurisdictions as the Representatives Initial Purchaser may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchaser); (vvi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) any fees charged by rating agencies for rating the Securities; (viix) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viix) all expenses and application fees incurred in connection with any filing with, the application for the inclusion of the Securities on the PORTAL Market and clearance the approval of any offering by, FINRAthe Securities for book-entry transfer by DTC; and (viiixi) all expenses incurred by the Company in connection with any “"road show” " presentation to potential investors; and (xii) all expenses and application fees related to the listing of the Conversion Shares on the NYSE. (b) If (i) this Agreement is terminated pursuant to Section 88 (other than due to the events described in Section 6(l) and 6(m)), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchaser or (iii) the Underwriters decline Initial Purchaser declines to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors jointly and severally agrees to reimburse the Underwriters Initial Purchaser for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchaser in connection with this Agreement and the offering proposed purchase and resale of the Securities and Guarantees contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Depositary Shares, Preferred Stock and Depositary Receipts 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Depositary Shares and the Preferred Stock under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the SecuritiesDepositary Shares; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)Depositary; (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA, if any; (ix) the cost of preparing and filing the Certificate of Designations with the Secretary of State of the State of Delaware; and (viiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. It is understood, however, that except as provided in Section 7, clauses (a)(v) and (ix) of Section 11 and Section 11(b), the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any Depositary Shares by them and any advertising expenses connected with any offers they may make. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Depositary Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Depositary Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters (other than any defaulting Underwriter) for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby, but the Company shall then be under no further liability to the Underwriters except as provided in Sections 7 and 11 hereof.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vi) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA (including the fees and expenses of counsel for the Underwriters provided that the fees and expenses pursuant to clauses (iv) and (vii) shall not, in the aggregate, exceed $40,000 (exclusive of filing fees)); and (viii) all expenses incurred by the Company in connection with any “road show” or Testing-the-Waters Communication presentation to potential investors, including 50% of the costs of any chartered plane to be used in connection with any “road show” presentation to potential investors (it being understood that the Underwriters will pay the other 50% of the costs of chartering aircraft in connection with any “roadshow”) and; (ix) all expenses and application fees related to the listing of the Shares on the Nasdaq Market. It is understood, however, that except as provided in this Section 11 or Section 7 hereof, the Underwriters will pay their own costs and expenses, including the fees of their counsel, stock transfer taxes on the resale of Shares owned by them, any advertising expenses connected with any offers they may make and all travel, lodging and other expenses of the Underwriters (except as set forth in clause (viii) above) and any of their employees incurred by them in connection with any “road show” or Testing-the-Waters Communication presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably and actually incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by any Underwriter that defaults in its obligation to purchase the Shares.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum or Canadian wrapper (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriters in connection therewith); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of any offering the offer by, FINRA; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Market; provided that the Underwriters will reimburse the Company for all documented out-of-pocket expenses (the “Reimbursement”) incurred in accordance with the performance of this Agreement (including the expenses subject to this Section 11), in the aggregate amount that shall be set forth in a written letter on Company letterhead, signed by an officer of the Company, such amount not to exceed $340,234.38 (the “Closing Date Reimbursement”) plus, in the event that the Underwriters elect to exercise their option to purchase all the Option Shares, $51,035.16 (the “Additional Closing Date Reimbursement”) (or if less than all the Option Shares are purchased by the Underwriters, an amount determined by multiplying $51,035.16 by a fraction, the numerator of which is the number of Option Shares purchased and the denominator of which is the total number of Option Shares). It is understood, however, that except as provided in Sections 7 and 11(b) hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them, any advertising expenses connected with any offers they may make and all expenses incurred by them in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities Shares for delivery to the Underwriters at such time that the Underwriters have complied with all of their obligations under this Agreement or (iiiii) the Underwriters decline to purchase the Securities for Shares because of either a breach of this Agreement by the Company or because one or more of the conditions set forth in Section 6 hereof (other than clause (g), thereof) are not met, in any reason permitted under this Agreementmaterial respect, due to the fault of the Company, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connectionthereon; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information Written Communication and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the reasonable fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions (including Canada) as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such partiesparties as may be agreed by the Company, the Trustee, and the paying agent); (viiviii) all expenses and application fees incurred in connection with the application for the approval of the Securities for book-entry transfer by Euroclear and Clearstream; (ix) any filing with, and clearance of any offering by, FINRAcost incurred in connection with listing the Securities on the Exchange; and (viiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investorsinvestors (except that, subject to Section 10(b), the Initial Purchasers shall pay 100% of the cost of any aircraft used in connection with the “road show”). (b) If (i) this Agreement is terminated pursuant to Section 88(ii) (other than as the result of an event of the type described in Section 8(i)), (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counselcounsel and the full cost of any aircraft used in connection with the “road show”)) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not The Partnership agrees with the transactions contemplated by this Agreement are consummated or this Agreement is terminated, Underwriters that the Company 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) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Companyreasonable attorney’s counsel and independent accountants; (iv) the fees and expenses incurred by the Partnership or any Underwriter in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or qualification and determination of eligibility for investment any part of the Offered Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representatives may designate Representative designates and the preparationpreparation and printing of memoranda relating thereto, printing (ii) the filing fees and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses of the Trustee and any paying agent (, including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred but not limited to, in connection with any filing withthe FINRA’s review and approval of each Underwriter’s participation in the offering and distribution of the Offered Securities, (iii) costs and clearance of any offering by, FINRA; and (viii) all expenses incurred by the Company in connection with relating to investor presentations or any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 8in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Partnership Parties’ officers and employees, (iiiv) fees and expenses incident to listing the Company for Offered Securities on the New York Stock Exchange, (v) fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, and (vi) expenses incurred in distributing each preliminary prospectus distributed to investors and potential purchasers, each Statutory Prospectus, and the Final Prospectus (in each case, including any reason fails to tender the Securities for delivery amendments and supplements thereto) to the Underwriters and in each case expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyprospective investors.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Denbury Guarantors and on the Merger Closing Date, the Encore Guarantors, 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 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountantsaccountants and independent reserve engineers; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAthe Financial Industry Regulatory Authority, Inc.; and (viiiix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 89, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or Underwriters, (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement or (iv) the Underwriters refund a portion of the gross underwriting spread pursuant to Section 2(a) hereof, the Company agrees and the Denbury Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated ------------------- by this Agreement are consummated or this Agreement is terminated, the Company will and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of its their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Offering Memorandum and the Prospectus Offering Memorandum (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereofthereof to the Initial Purchasers; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s 's and the Guarantors' counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vvi) any fees charged by rating agencies for rating the Securities; (vivii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiviii) all expenses and application fees incurred in connection with any filing with, the application for the inclusion of the Securities on the PORTAL Market and clearance the approval of any offering by, FINRAthe Securities for book-entry transfer by DTC; and (viiiix) all expenses incurred by the Company in connection with any “"road show” " presentation to potential investors. (b) If (i) this Agreement is terminated pursuant to Section 87, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors jointly and severally agrees to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities ADSs 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 Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses of Underwriters’ U.S. and Chilean counsel; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities ADSs under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vvii) any fees charged by rating agencies for rating the Securitiescost of preparing ADR certificates evidencing the ADSs; (viviii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent registrar for the ADSs (including related fees and expenses of any counsel to such partiesthe Common Shares underlying ADSs); (viiix) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRA; and (viiix) all expenses incurred by the Company and the Underwriters in connection with any “road show” presentation to potential investors; and (xi) all expenses and application fees related to the listing of the ADSs on the New York Stock Exchange; (xii) any filing with, and clearance of the offering by, the SVS, the Xxxxxxxx Stock Exchange, the Valparaíso Stock Exchange and the Electronic Stock Exchange; and (xiii) all reasonable out-of-pocket costs and expenses incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby (such out-of-pocket costs and expenses of the Underwriters to require prior approval by the Company in cases where such expenses are more than $25,000). (b) If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities Common Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities Common Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel, which require prior approval by the Company in cases where such fee and expenses are more than $25,000)) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and JEH LLC, jointly and severally, will pay or cause to be paid all costs and expenses incident to the performance of its their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing this Agreement; (iv) the fees and expenses of the Company’s counsel and independent accountants; (ivv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Underwriter may reasonably designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the UnderwritersUnderwriter); (v) any fees charged by rating agencies for rating the Securities; (vi) the fees and expenses cost of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of any the offering by, FINRAFINRA (including the related reasonable fees and expenses of Underwriter’s counsel in an amount not to exceed $15,000); and (viiiix) all costs and expenses incurred by of the officers and employees of the Company in connection with and JEH LLC and any other expenses of the Company and JEH LLC relating to any investor “road show” presentation presentations in connection with the offering and sale of the Shares, including, without limitation, any travel expenses of the officers and employees of the Company and JEH LLC and any other expenses of the Company and JEH LLC; and (x) all expenses and application fees related to potential investorsthe listing of the Shares on the Exchange. It is understood, however, that except as provided in this Section and Sections 9 and 11 hereof, the Underwriter will pay all of its own costs and expenses, including the fees of its counsel and any advertising expenses connected with any offers it makes. (b) If (i) this Agreement is terminated pursuant to Section 811(ii), (ii) the Company or the Selling Stockholders for any reason fails reason, either directly or indirectly, fail to tender the Securities Shares for delivery to the Underwriters Underwriter or (iii) the Underwriters decline Underwriter declines to purchase the Securities for any reason permitted under this AgreementShares due to the Company, JEH LLC or the Selling Stockholders’ failure to fulfill the conditions set forth in Section 8 hereof, the Company agrees and JEH LLC, jointly and severally, agree to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.