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 Operating Partnership 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 their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Operating Partnership 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 their respective obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units, the Shares and the Warrants and any taxes payable in that connection; (iib) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each all underwriting documents related to the Offering and any closing documents by mail or other means of the Transaction Documentscommunications; (ivd) any applicable listing or other fees; (e) the fees and expenses of qualifying the Guarantors’ Units, the Shares and the Operating Partnership’s counsel, local counsel and independent accountantsWarrants under the securities laws of the several jurisdictions as provided in Section 4(h) ; (vf) 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)Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (vig) any fees charged by rating agencies for rating the Securitiescost of preparing and printing stock certificates; (viih) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any Company’s counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investorsCompany’s independent accountants); provided that, except as contemplated by to the extent otherwise provided in this Section 5 and in Sections 7, 9 and 11 hereof10, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 , any transfer taxes on the resale of any Public Units by the Underwriters in connection with this Agreement them and the expenses of advertising any offering contemplated herebyof the Public Units made by them.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Transaction Parties agree, the Operating Partnership and each of the Guarantors jointly and severally agree severally, to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereundercosts, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, (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 Securities to the Underwriters, (including the related iii) all fees and expenses of counsel the Transaction Parties’ counsel, Prologis’ and the Parent Guarantor’s independent public or certified public accountants and other advisors to the Transaction Parties, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement and the Indenture and the listing of the Debt Securities on the NYSE, (v) all filing fees, attorneys’ fees and expenses incurred by any Transaction Party or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the Underwriters); state securities or blue sky laws, and, if requested by the Lead Managers, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) any the filing fees charged incident to the review and approval by rating agencies for rating FINRA of the terms of the sale of the Securities; , (vii) the fees and expenses of the Trustee and the Paying Agent, including the reasonable fees and disbursements of counsel for the Trustee and the Paying Agent in connection with the Indenture and the Securities, (viii) any paying agent fees payable in connection with the rating of the Securities by the ratings agencies, (ix) all fees and expenses (including related reasonable fees and expenses of any counsel to such parties); counsel) of the Transaction Parties in connection with approval of the Securities by Euroclear and Clearstream for “book-entry” transfer, (viiix) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and application fees (xi) all other fees, costs and expenses incurred in connection with any filing with, and clearance the performance of the offering by, the Financial Industry Regulatory Authority, and the approval obligations of the Securities Transaction Parties hereunder for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership which provision is not otherwise made in connection with any “road show” presentation to potential investors; this Section 4. Except as provided thatin this Section 4, except as contemplated by Sections 7Section 6, Section 9 and 11 Section 10 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses disbursements of their counsel. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule A bears to the aggregate principal amount of the Securities set forth opposite the names of all Underwriters) reasonably incurred of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter’s fees by the Underwriters Settlement Lead Manager) as soon as practicable but in connection with this Agreement and any case no later than 90 calendar days following the offering contemplated herebyClosing Date.

Payment of Expenses. (aExcept as provided in Section 5(d) Whether or not the transactions contemplated by as otherwise expressly provided in this Agreement are consummated or this Agreement is terminatedAgreement, the Operating Partnership and each of the Guarantors jointly and severally agree to Company will pay or cause to be paid all costs and expenses incident to the performance of their respective the Company’s and the Guarantor’s obligations hereunderunder this Agreement, including without limitationthe Securities, the Guarantees and the Indenture, including: (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 (or reproduction) and filing under with the Securities Act Commission of the Registration Statement (including financial statements and exhibits thereto) and with the Reviewing Authority of the Canadian Final Prospectus, each Preliminary Prospectus, the U.S. Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (b) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the each Preliminary Prospectus, any the U.S. Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any Time of Sale Information them, as may, in each case, be reasonably requested by the Representatives for use in connection with the offering and sale of the Securities; (c) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (d) any registration or qualification of the Securities and the Prospectus Guarantees for offer and sale under the securities or blue sky laws of the several states designated by the Representatives pursuant to Section 5(g) hereof (including all exhibits, amendments and supplements thereto) filing fees and the distribution thereofreasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (iii) the costs of reproducing and distributing each of the Transaction Documents; (ive) the fees and expenses of the Guarantors’ Company’s accountants and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel (including local and special counsel) for the Underwriters)Company and the Guarantor; (vif) any fees charged by rating ratings agencies for the rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ixg) all other costs and expenses incurred incident to the performance by the Operating Partnership in connection with any “road show” presentation to potential investors; provided Company and the Guarantor of its obligations hereunder. It is understood, however, that, except as contemplated by Sections 7, provided in this Section 6 and Section 8 and Section 9 and 11 hereof, the Underwriters shall will pay all of their own costs and expenses, including the costs fees of their counsel and any advertising expenses connected with any offers and sales of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) Securities the Underwriters may make. If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to by the Underwriters in accordance with the provisions of Section 7, Section 11(a)(i) or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementSection 12, the Operating Partnership and each of the Guarantors jointly and severally agree Company agrees to reimburse the Underwriters (except, in the case of a termination pursuant to Section 12, a defaulting Underwriter) for all 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 The Company agrees to pay, or reimburse if paid by any Underwriter or by the QIU, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Operating Partnership 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 their respective obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Units, the Shares and the Warrants and any taxes payable in that connection; (iib) the costs incident to the registration of the Public Units, the Public Shares and the Public Warrants (and the shares of Common Stock underlying them) under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each all underwriting documents related to the Offering and any closing documents by mail or other means of the Transaction Documentscommunications; (ivd) any applicable listing or other fees; (e) the fees and expenses of qualifying the Guarantors’ Units, the Shares and the Operating Partnership’s counsel, local counsel and independent accountantsWarrants under the securities laws of the several jurisdictions as provided in Section 4(h); (vf) 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)Underwriters not to exceed $15,000) incurred in connection with securing any required review by FINRA of the terms of the sale of the Public Units and making any filings with FINRA; (vig) any fees charged by rating agencies for rating the Securitiescost of preparing and printing stock certificates; (viih) all fees and expenses of the Company’s registrar and transfer agent, trustee, warrant agent and escrow agent; and (i) all other costs and expenses incident to the offering of the Public Units or the performance of the obligations of the Company under this Agreement (including the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any Company’s counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investorsCompany’s independent accountants); provided that, except as contemplated by to the extent otherwise provided in this Section 5 and in Sections 7, 9 and 11 hereof10, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 , any transfer taxes on the resale of any Public Units by the Underwriters in connection with this Agreement them and the expenses of advertising any offering contemplated herebyof the Public Units made by them.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership each Issuer and each of the Guarantors jointly and severally agree agrees to pay or cause to be paid all costs and expenses incident to the performance of their respective 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 and any taxes payable in that connectionSecurities; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the 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 fees and expenses of the GuarantorsIssuers’ and the Operating Partnership’s counsel, local Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum “blue sky” memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee Trustee, the Collateral Agent and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership Issuers in connection with any “road show” presentation to potential investors; provided thatand (x) the fees and expenses incurred in connection with creating, except documenting and perfecting the security interests in the Collateral as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, Collateral Documents (including the costs reasonable related fees and expenses of its counsel, travel, lodging counsel for the Initial Purchasers for all periods prior to and other expenses incurred by any Underwriters’ personnel involved in after the road showClosing Date). (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Operating Partnership Issuers for any reason fails fail 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 Operating Partnership each Issuer and each of the Guarantors jointly and severally agree 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 Operating Partnership and each of the Guarantors jointly and severally agree The Depositor agrees to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) pay: A. the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Certificates and any taxes payable in that connectionconnection therewith; (iib) the costs incident to the preparation, printing and filing under the Securities Act of the Registration StatementStatement and any amendments and exhibits thereto; (c) the costs of distributing the Registration Statement as originally filed and each amendment thereto and any post-effective amendments thereof (including, in each case, exhibits), the Preliminary Prospectus, Prospectus and any Issuer Free Writing Prospectus, any Time of Sale Information and amendment or supplement to the Prospectus (including or any document incorporated by reference therein, all exhibits, amendments and supplements thereto) and the distribution thereofas provided in this Agreement; (iiid) the costs of reproducing and distributing each of the Transaction Documentsthis Agreement; (ive) the fees and expenses of Stroock & Stroock & Xxxxx LLP in qualifying the Guarantors’ and Certificates under the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment securities laws of the Securities under the laws of such several jurisdictions as the Representatives may designate provided in Section V (G) hereof and the preparationof preparing, printing and distribution of distributing a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent a Legal Investment Survey (including related fees and expenses of any counsel to such partiesthe Representative); (viiif) all expenses and application any fees incurred in connection with any filing with, and clearance charged by securities rating services for rating the Offered Certificates; (g) the cost of the offering by, accountants comfort letter relating to the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCProspectus; and (ixh) all other costs and expenses incurred by incidental to the Operating Partnership in connection with any “road show” presentation performance of the obligations of the Depositor (including costs and expenses of counsel to potential investorsthe Depositor); provided that, except as contemplated by Sections 7, 9 and 11 hereofprovided in this Section VII, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its their counsel, travelany transfer taxes on the Offered Certificates which they may sell and the expenses of advertising any offering of the Offered Certificates made by the Underwriters, lodging and other expenses incurred by the Underwriters shall pay the cost of any Underwriters’ personnel involved in the road show. accountant's comfort letters relating to any Computational Materials (b) as defined herein). If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to by the Underwriters in accordance with the provisions of Section VI or (iii) Section XI, the Depositor shall cause the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree 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 Stroock & Stroock & Xxxxx LLP, counsel for the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.

Payment of Expenses. (a) Whether or not The Parent Guarantor and the transactions contemplated by this Agreement are consummated or this Agreement is terminatedIssuer agree, the Operating Partnership and each of the Guarantors jointly and severally agree severally, to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereundercosts, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, (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 Securities to the Underwriters, (including the related iii) all fees and expenses of counsel the Parent Guarantor’s and the Issuer’s counsel, the Parent Guarantor’s and the Issuer’s independent public or certified public accountants and other advisors to the Parent Guarantor and the Issuer (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement and the Indenture and the listing of the Debt Securities on the NYSE (v) all filing fees, attorneys’ fees and expenses incurred by the Parent Guarantor, the Issuer or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the Underwriters); state securities or blue sky laws, and, if requested by the Lead Managers, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) any the filing fees charged incident to the review and approval by rating agencies for rating FINRA of the terms of the sale of the Securities; , (vii) the fees and expenses of the Trustee and the Paying Agent, including the reasonable fees and disbursements of counsel for the Trustee and the Paying Agent in connection with the Indenture and the Securities, (viii) any paying agent fees payable in connection with the rating of the Securities by the ratings agencies, (ix) all fees and expenses (including related reasonable fees and expenses of any counsel to such parties); counsel) of the Parent Guarantor and the Issuer in connection with approval of the Securities by Euroclear and Clearstream for “book-entry” transfer, (viiix) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and application fees (xi) all other fees, costs and expenses incurred in connection with any filing with, and clearance the performance of the offering by, obligations of the Financial Industry Regulatory Authority, Parent Guarantor and the approval of the Securities Issuer hereunder for book-entry transfer by DTC; which provision is not otherwise made in this Section. Except as provided in this Section 4, Section 6, Section 8 and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, Section 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree 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 Operating Partnership and each of the Guarantors jointly and severally agree to The Company will pay or cause to be paid all costs and expenses incident to the performance of their respective its obligations hereunderunder this Agreement, including without limitationincluding, but not limited to, (iA) the costs incident any filing fees and other expenses (including fees and disbursements of counsel to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (iiUnderwriters) 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the preparationpreparation and printing of memoranda relating thereto, printing (B) costs and distribution expenses related to the review by the Financial Industry Regulatory Authority (“FINRA”) of a Blue Sky Memorandum the Offered Securities (including filing fees and the related fees and expenses of counsel for the Underwriters); Underwriters relating to such review) with such costs not to exceed $15,000, (viC) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees charged by rating agencies and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for rating the Securities; preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (viiH) the fees and expenses of the Trustee Company’s accountants and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 (including local and special counsel) reasonably incurred for the Company, (I) all fees for clearance, settlement and book-entry transfer of the Offered Securities through The Depository Trust Company, and (J) all other costs and expenses incident to the performance by the Underwriters in connection with this Agreement and the offering contemplated herebyCompany of its obligations hereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree to The Company will pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, following: (i) the costs incident to costs, expenses, fees and taxes in connection with the authorizationregistration, issuanceissue, sale, preparation sale and delivery of the Securities, 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 any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing ProspectusProspectus 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 Time of Sale Information and the Prospectus Blue Sky Memoranda, closing documents (including all exhibits, amendments and supplements theretoany compilations thereof) and any other documents in connection with the distribution thereofoffering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the costs of reproducing and distributing each qualification of the Transaction DocumentsSecurities 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 fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountantsSecurities; (v) the filing fees incident to, and the reasonable 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 disbursements of counsel for the Underwriters)Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) any fees charged by rating agencies for rating the costs of preparation, issuance and delivery of the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)its agents; (viii) all expenses the fees and application fees incurred in connection with any filing with, and clearance disbursements of counsel for the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCTrustee; and (ix) all other costs and expenses incurred by incident to the Operating Partnership performance of its obligations hereunder and under the Indenture which are not otherwise specifically provided for in connection with any “road show” presentation to potential investors; provided this Section. It is understood, however, that, except as contemplated by provided in this Section and Sections 7, 9 8 and 11 10 hereof, the Underwriters shall will pay all of their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 , transfer taxes on resale of any of the 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 Company agrees to pay all costs, fees, and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated by this Agreement are consummated or this Agreement is terminatedhereby, including, without limitation: (i) any filing fees relating to the Operating Partnership and each registration of the Guarantors jointly and severally agree to pay or cause Securities to be paid sold in the Offering; (ii) any filing fees associated with the review of an Offering by FINRA; (iii) all fees and expenses relating to the listing of the Securities on the Trading Market; (iv) all fees, expenses, and disbursements relating to the registration, qualification, or exemption of the Securities under the securities or “blue sky” laws of such states of the United States of America as the Company and the Placement Agent shall together determine; (v) the costs of all mailing and printing of the offering documents, including, without limitation, any underwriting or placement agent agreement, any agreement among underwriters, any selected dealers’ agreement, any underwriter’s questionnaire, custody agreement, and power of attorney relating to any selling stockholders, any registration statement, prospectus, prospectus supplement, private placement memorandum, or similar information document, and all amendments, supplements, and exhibits thereto, all in as many copies as the Placement Agent may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing the Securities; (vii) the costs for “tombstones” and/or other commemorative items; (viii) fees and expenses of accountants, auditors, and the Company’s legal counsel; (ix) fees and expenses, if any, of the transfer agent for the Securities and of any escrow agent appointed to hold investor’s funds in connection with the Offering; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of the Securities from the Company to the Placement Agent or the purchasers thereof; (xi) all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation travel and delivery accommodation of the Securities Company’s and any taxes payable the Placement Agent’s employees on the “roadshow,” if any,; and (xi) all other fees, costs, and expenses referred to in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act Part II 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Operating Partnership The Company shall be responsible for and each of the Guarantors jointly and severally agree to shall pay or cause to be paid all costs and expenses incident relating to the performance of their respective obligations hereunderOffering, including without limitationincluding, but not limited to: (i) the costs incident to the authorizationall filing, issuance, salecommunication, preparation and delivery printing fees and communication expenses relating to the registration of the Securities and any taxes payable in that connectionthe filing of the offering materials with FINRA; (ii) all reasonable travel and lodging expenses incurred by the costs incident to the preparationRepresentative or its counsel in connection with visits to, printing and filing under the Securities Act of the Registration Statementexaminations of, 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 thereofCompany; (iii) the translation costs of reproducing and distributing each of the Transaction Documentsfor due diligence purpose; (iv) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the ‘blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s counsel); (v) the costs of all mailing and printing of the placement documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing the Securities, if any, and the fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility transfer agent 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); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities reasonable costs for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expensesshow meetings, including the costs of informational meetings at the offices of the Representative; and (viii) the legal fees of Representative’s counsel in connection with the purchase and sale of the Securities; provided, however, the Company’s obligation to reimburse such costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved shall not exceed $150,000 in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementaggregate. In addition, the Operating Partnership and each of the Guarantors jointly and severally agree Company has also agreed to reimburse the Underwriters up to $8,000 for all the costs associated with “tombstone” or “Lucite” advertisements. In the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7 hereof. The Company has paid an expense deposit of $35,000 to the Representative, within three days of the execution of the letter of intent between the Company and the Representative (as amended, the “Letter of Intent”), and an additional $35,000 upon receipt of the SEC’s first comments, for the Representative’s anticipated out-of-pocket costs and expenses. Any expense deposits will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses (including the fees and expenses of their counsel) reasonably are not actually incurred by the Underwriters in connection accordance with this Agreement and the offering contemplated herebyFINRA Rule 5110(f)(2)(C).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors Each Borrower jointly and severally agree agrees (i) to pay or cause to be paid reimburse the Administrative Agent and the Arrangers for all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation reasonable 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with the syndication of the Term B Facility and the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the offering other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated herebyhereby and thereby, including the reasonable fees, disbursements and other charges of one primary counsel to the Administrative Agent and the Arrangers (taken together as a single group or client) and, if necessary, one local counsel to the Administrative Agent and the Arrangers (taken together as a single group or client) in each applicable jurisdiction, and filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Parent Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, and (ii) to pay or reimburse each Lender, the Issuing Lender, the Swingline Lenders and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees, disbursements and other charges of counsel to the Administrative Agent and the Lenders and including all costs and expenses incurred during any workout, restructuring or negotiations; provided that fees, disbursements and other charges of counsel set forth in this clause (ii) shall be limited to fees, disbursements and other charges of (A) one counsel to the Administrative Agent and for the Lenders (taken together as a single group or client), (B) if necessary, one local counsel required in any relevant local jurisdiction (which may include a single counsel acting in multiple jurisdictions) and applicable special regulatory counsel, (C) additional counsel retained with the Parent Borrower’s consent (such consent not to be unreasonably withheld or delayed) and (D) if representation of the Administrative Agent and/or all Lenders in such matter by a single counsel would be inappropriate based on the advice of legal counsel due to the existence of an actual or potential conflict of interest, where the Lender affected by such conflict informs the Parent Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Lender and, if necessary, one firm of local counsel in any relevant local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for such affected Lender and one firm of special regulatory counsel for such affected Lender.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and The Company hereby agrees to pay on each of the Guarantors jointly Closing Date and severally agree any settlement date pursuant Section 3 of this Agreement, if any, to pay the extent not paid at such date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing or cause reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) filing fees (including filing fees for the registration of the issuance of the Securities under the Securities Act), costs and expenses (including third party expenses and disbursements) incurred in registering the Offering; (iv) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (v) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (vi) the registration of the Securities under the Exchange Act and the listing of the Securities on the NYSE; (vii) transfer agent, warrant agent and registrar fees; (viii) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. states (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification); (ix) any filings required to be paid made with FINRA (including filing fees); (x) the transportation and other expenses incurred by the Company and its officers (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities; (xi) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (xii) the fees and expenses of counsel (including local and special counsel) for the Underwriters; (xiii) all fees, expenses and disbursements relating to background checks of the Company’s directors, director nominees and executive officers; and (xiv) all other costs and expenses incident to the performance by the Company of their respective its obligations hereunder, including without limitationprovided, (i) that 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel Company will only be responsible for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing withfees, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved specified in the road show. clauses (b) If (i) this Agreement is terminated pursuant to Section 9xii), (iixiii) the Operating Partnership for any reason fails and (xiv) of this Section 5(i) in an amount of up 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 Operating Partnership and each of the 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$50,000.

Payment of Expenses. (a) Whether Verizon Wireless will pay all expenses incident to the performance of its obligations and the obligations of the Depositor and the Trust with respect to the transactions contemplated by this Agreement, whether or not the transactions contemplated by this Agreement herein are consummated or this Agreement is terminatedterminated pursuant to Section 8 hereof, including: (a) the Operating Partnership preparation of the Registration Statement as originally filed, and the preparation and printing of the Preliminary Prospectus and the Prospectus and each amendment or supplement thereto and delivery of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident copies thereof to the performance of their respective obligations hereunder, including without limitationUnderwriters, (ib) the costs incident to preparation of this Agreement, (c) the authorizationpreparation, issuance, sale, preparation issuance and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident Notes to the preparationUnderwriters (or any appointed clearing organizations), 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; (ivd) the fees and expenses disbursements of Verizon Wireless’, the Depositor’s and the Trust’s accountants, (e) the qualification of the Guarantors’ Notes under state securities laws including filing fees and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the reasonable fees and expenses incurred disbursements of counsel to the Underwriters in connection therewith and in connection with the registration or qualification and determination preparation 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 any “blue sky” survey (including the related fees printing and expenses of counsel for delivery thereof to the Underwriters); , (vif) any fees charged by rating agencies for the rating (or consideration of the Securities; rating) of the Notes, (viig) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of the Indenture Trustee and its counsel, if any, (i) the fees and disbursements of the Owner Trustee and its counsel, if any, (j) the fees and expenses of Xxxxxx Xxxxx LLP, Delaware counsel to the Trustee and any paying agent Trust, (including related k) the fees and expenses of any Verizon Wireless’ and the Depositor’s counsel to such parties); and (viiil) all expenses the fees and application fees incurred in connection with any filing with, and clearance disbursements of the offering by, the Financial Industry Regulatory Authority, Asset Representations Reviewer and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred if any. To the extent that the transactions contemplated by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement are consummated, Verizon Wireless shall only pay the fees and expenses described in clauses (a) through (l); provided that Verizon Wireless shall only be responsible for the reimbursement of expenses of the Representatives or the Underwriters set forth in clauses (a) through (l) to the extent that such expenses are incurred in accordance with Verizon’s expense reimbursement policies, a copy of which was previously delivered to the Representatives. Other than as specifically set forth in this Xxxxxxx 0, xxxx of Verizon Wireless, the Depositor or the Trust is terminated pursuant to Section 9, (ii) the Operating Partnership responsible 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 Operating Partnership and each of the 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 Representatives or the Underwriters in connection with the offering of the Notes. Notwithstanding the foregoing, if for any reason the purchase of the Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriter’s breach under Section 4 of this Agreement or (ii) pursuant to Section 8 or Section 10 hereof), Verizon Wireless will reimburse the Representatives and the Underwriters for all reasonable out-of-pocket expenses incurred by them in connection with the offering contemplated herebyof the Notes; provided that such expenses are incurred in accordance with Verizon’s expense reimbursement policies, a copy of which was previously delivered to the Representatives.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors Calumet Parties jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and the Guarantees and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the 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 fees and expenses of the GuarantorsCalumet Parties’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership Calumet Parties in connection with any “road show” presentation to potential investors; provided . It is understood, however, that, except as contemplated by provided in this Section 10 and Sections 7, 9 7 and 11 8 hereof, the Underwriters shall Initial Purchasers will pay all of their own costs and expenses, including without limitation the costs fees of their counsel and any advertising expenses of its counsel, travel, lodging and other expenses incurred by connected with any Underwriters’ personnel involved in the road showoffers they make. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Operating Partnership Issuers 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 Operating Partnership and each of the Guarantors Calumet Parties jointly and severally 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. The Issuer agrees to reimburse the Initial Purchasers upon request for all fees, stamp duty (a) Whether or not if any), expenses and other costs reasonably and properly incurred in connection with the transactions contemplated by this Agreement are consummated or this Agreement is terminatedOffering, including, without limitation, telecommunications, postage, document production and other pre-agreed out-of-pocket expenses; provided that except as otherwise provided for in Section 13 hereof, the Operating Partnership fees and each expenses of the Guarantors jointly Initial Purchasers’ legal advisors shall not be reimbursed by the Issuer. The Issuer must pay for its own fees, expenses and severally agree to pay other costs incurred in connection with the Offering (or cause to be paid all costs and expenses incident reimburse any Initial Purchaser to the performance of their respective obligations hereunderextent that such Initial Purchaser incurs such costs on the Issuer’s behalf) including, including without limitation, (i) the costs incident to the authorizationits own legal, issuanceaccounting and auditors’ fees and expenses, 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 (including legal fees) of the Guarantors’ Trustee, rating agencies, the paying agent(s), the listing agent and all other agents involved in the Operating Partnership’s counselOffering, local counsel and independent accountants; (viii) the all listing fees and expenses incurred other listing costs payable to the relevant stock exchange and/or any other relevant competent authority in connection with the registration or qualification listing, (iv) the cost of roadshows and determination of eligibility for investment of any other presentations to investors prepared in connection with the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationOffering, printing and distribution of a Blue Sky the Offering Memorandum (including the related fees and expenses of counsel any other marketing materials for the UnderwritersNotes other than the Initial Purchasers’ travel expenses (and each Initial Purchaser shall be responsible for its own travel expenses); , (v) the cost of printing, authenticating and distributing any Notes in definitive form, and (vi) the cost of publishing any fees charged by rating agencies for rating notices. Unless set out otherwise in this Agreement, all payments under this Agreement must be made: (i) on the Securities; (vii) due date in accordance with the fees and expenses payment instructions of the Trustee Initial Purchasers or within 30 days of the invoice (as the case may be), (ii) together with any applicable VAT, sales and any paying agent similar taxes which will be invoiced to or otherwise payable by the Issuer, and (including related fees and expenses of iii) in full without set-off, condition, restriction, counterclaim, deduction or withholding, unless required by law. If any counsel to such parties); (viii) all expenses and application fees incurred deduction or withholding is required by any applicable law in connection with any filing with, and clearance of the offering bysuch payment, the Financial Industry Regulatory Authority, and Issuer will increase the approval amount paid so that the full amount of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred such payment is received by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except Initial Purchasers as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showif no such deduction or withholding had been made. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Operating Partnership Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, 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 fees and expenses of the Company’s and the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee Trustee, the Collateral Agent and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; (ix) the fees and expenses incurred with respect to creating, documenting and perfecting the security interests in the Collateral as contemplated by the Collateral Documents (including the related fees and expenses of counsel to the Initial Purchasers for all periods prior to and after the Closing Date); and (ixx) all expenses incurred by the Operating Partnership Company in connection with any “road show” presentation to potential investors; . Except as provided that, except as contemplated by Sections 7, 9 in Section 8 and 11 hereofthis Section 12, the Underwriters Initial Purchasers shall pay all of their own costs and expensesexpenses in connection with the transactions contemplated hereby, including including, without limitation, the costs fees and expenses of its their counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 910, (ii) the Operating Partnership 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 Operating Partnership Company and each of the Guarantors jointly and severally 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 Operating Partnership and each of the Guarantors jointly and severally agree to Depositor will pay or cause to be paid all costs and expenses incident to the performance of their respective 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 Transaction Basic Documents; (iv) the fees and expenses of counsel for the Guarantors’ Underwriters; (v) the fees and expenses of the Operating PartnershipDepositor’s counsel, local counsel and independent accountants; (vvi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered Certificates under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vivii) any fees charged by rating agencies the Rating Agencies for rating the SecuritiesCertificates; (viiviii) the fees and expenses of the Trustee Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Affiliated Special Servicer and any paying agent the Senior Trust Advisor (including related fees and expenses of any counsel to such parties); (viiiix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, with the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ixx) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investorspurchasers of Offered Certificates; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including (xi) the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved the Depositor in connection with the road showpurchase of the Mortgage Loans. (b) If (i) this Agreement is terminated pursuant to Section 9, 10; (ii) the Operating Partnership 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 Operating Partnership and each of the Guarantors jointly and severally agree 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 Operating Partnership Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses actually incurred and incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, the Preliminary Prospectusany other Time of Sale Information, any Issuer Free Writing ProspectusWritten Communication, any Time of Sale Information Permitted General Solicitation 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’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership Company in connection with any “road show” presentation to potential investors; investors (provided thatthat the cost of any aircraft chartered in connection with the road show will be borne 100% by the Initial Purchasers). It is understood, however, that except as contemplated by Sections 7, 9 provided in Section 7 and 11 hereofthis Section 10(a), the Underwriters shall Initial Purchasers will pay all of their own costs and expenses, including the costs fees and disbursements of their counsel (other than pursuant to clause (v)) and any advertising expenses of its counsel, travel, lodging and other expenses incurred by connected with any Underwriters’ personnel involved in the road showoffers they may make. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Operating Partnership 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 Operating Partnership Company and each of the Guarantors jointly and severally agree to reimburse the Underwriters Initial Purchasers for all documented out-of-pocket costs and expenses (including the 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 Operating Partnership Company and each of the Guarantors Guarantors, jointly and severally severally, agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, 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’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such partiesparties and all fees and expenses incurred by the Company or the Guarantors in connection with the approval of the Securities for “book-entry” transfer by DTC); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCInc.; and (ix) all expenses incurred by the Operating Partnership Company in connection with any “road show” presentation to potential investors; . Except as provided that, except as contemplated by Sections in this Section 11 and in Section 7, 9 and 11 hereof, the Underwriters shall pay be responsible for paying their own costs and expenses, including the costs fees and expenses disbursements of its their counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership 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 Operating Partnership Company and each of the Guarantors Guarantors, jointly and severally 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 Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors Bank jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective the obligations hereunderof the HarborOne Parties under this Agreement, including without limitation, but not limited to (i) the costs incident to the authorizationcost of obtaining all securities and bank regulatory approvals, issuanceincluding any required FINRA filing fees, 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 ProspectusMassachusetts Application, any Issuer Free Writing Prospectus, any Time of Sale Information the FRB Application and the Prospectus (including all exhibitsFDIC Application, amendments each as originally filed and supplements of each amendment thereto) and the distribution thereof; , (iii) the costs of reproducing preparation, issuance and distributing each delivery of the Transaction Documents; certificates for the Securities to the purchasers in the Offerings, (iv) the fees and expenses disbursements of the Guarantors’ Company’s and the Operating PartnershipBank’s counsel, local counsel accountants, appraiser and independent accountants; other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(g) hereof, including filing fees and the fees and disbursements of the Company’s and the Bank’s counsel in connection therewith and in connection with the preparation of the Blue Sky Survey, (vi) the printing and delivery to the Agent (in such quantities as the Agent shall reasonably request) of copies of the Registration Statement as originally filed and of each amendment thereto and the printing and delivery of the Prospectus and any amendments or supplements thereto to the purchasers in the Offerings and the Agent (in such quantities as the Agent shall reasonably request), (vii) the printing and delivery to the Agent of copies of a Blue Sky Survey, (viii) 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 and the preparationNasdaq Stock Market, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all the establishment and operational expense of the stock information center. In the event the Agent incurs any such fees and expenses incurred by on behalf of the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereofCompany or the Bank, the Underwriters shall pay their own costs and expenses, including Bank will reimburse the costs Agent for such fees and expenses whether or not the Offerings are consummated; provided, however, that the Agent shall not incur any substantial expenses on behalf of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated Company or the Bank pursuant to this Section 9, (ii) without the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each prior approval of the Guarantors Bank. The Company and the Bank jointly and severally agree to reimburse pay certain expenses incident to the Underwriters for performance of the Agent’s obligations under this Agreement, regardless of whether the Offerings is consummated, including (i) the filing fees paid or incurred by the Agent in connection with all filings with FINRA, and (ii) all reasonable documented out-of-pocket costs expenses actually incurred by the Agent relating to the Offerings, including without limitation, legal fees and expenses (including the expenses, document reproduction, advertising, promotional, syndication and travel expenses, up to maximum of $110,000. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of their counsel) reasonably this Section 4 shall be due and payable upon receipt by the Company or the Bank of a written accounting therefor, to the reasonable satisfaction of the Company, setting forth in reasonable detail the expenses incurred by the Underwriters in connection with this Agreement and the offering contemplated herebyAgent.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree to The Company will pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, following: (i) the costs incident to costs, expenses, fees and taxes in connection with the authorizationregistration, issuanceissue, sale, preparation sale and delivery of the Securities, 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 any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing ProspectusProspectus 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 Time of Sale Information and the Prospectus Blue Sky Memoranda, closing documents (including all exhibits, amendments and supplements theretoany compilations thereof) and any other documents in connection with the distribution thereofoffering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the costs of reproducing and distributing each qualification of the Transaction DocumentsSecurities 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 fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountantsSecurities; (v) the filing fees incident to, and the reasonable 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 disbursements of counsel for the Underwriters)Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) any fees charged by rating agencies for rating the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related of its agents, and the fees and expenses disbursements of any counsel to such parties)for the Trustee; and (viii) all other costs and expenses incident to the performance of its obligations hereunder and application fees incurred under the Indentures which are not otherwise specifically provided for in connection with any filing withthis Section. It is understood, and clearance of the offering byhowever, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by provided in this Section, and Sections 7, 9 8 and 11 10 hereof, the Underwriters shall will pay all of their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 , transfer taxes on resale of any of the 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 Operating Partnership Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, 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 and the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses of the Underwriters’ counsel; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vivii) any fees charged by rating agencies for rating the Securities; (viiviii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiiix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; (x) all travel and accommodation expenses incurred by the Company and the Guarantors and car-hire expenses; and (ixxi) all expenses incurred by the Operating Partnership Company and the Guarantors in connection with any “road show” presentation to potential investors; provided thatinvestors (including, except as contemplated by Sections 7without limitation, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by in connection with the services of Netroadshow or any Underwriters’ personnel involved in the other electronic “road show” provider). (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Operating Partnership Company for any reason fails to tender the Securities for delivery to the Underwriters (other than pursuant to Section 9) or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership Company and each of the 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 In addition to the expenses set forth in 1(a)(ii), the Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated by this Agreement are consummated or this Agreement is terminatedhereby, the Operating Partnership and each of the Guarantors jointly and severally agree to pay or cause to be paid including, without limitation: (i) all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation delivery and delivery qualification of the Securities (including all printing and any taxes payable in that connectionengraving costs); (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 Guarantors’ registrar and transfer agent of the Operating PartnershipCommon Stock; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, local counsel independent public or certified public accountants and independent accountantsother advisors; (v) the fees all costs 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 printing, filing, shipping and distribution of a Blue Sky Memorandum the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the related fees Preliminary Prospectus, the Final Prospectus and expenses of counsel for the Underwriters)each Prospectus Supplement, if any, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising the Placement Agent of such qualifications, registrations and exemptions; provided, however, that any such fees charged by rating agencies for rating shall be subject to the Securitiesoverall expense cap set forth in Section 1(a)(ii); (vii) the filing fees incident to the review and expenses approval by the Financial Industry Regulatory Authority of the Trustee Placement Agent’s participation in the offering and any paying agent (including related fees and expenses distribution of any counsel to such parties)the Securities; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 associated with including the Underwriters in connection with this Agreement Shares, the Warrant Shares and the offering contemplated herebyPre-Funded Warrant Shares on the Trading Market;; and (viii) all other fees, costs and expenses referred to in Part II of the Registration Statement.

Payment of Expenses. (a) Whether The Company agrees to pay, or reimburse if paid by any Underwriter, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Operating Partnership 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 their respective obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Public Units, Public Shares and Public Warrants and any taxes payable in that connection; (iib) the costs incident to the registration of the Public Units, the Common Stock and the Warrants under the Securities Act and the Exchange Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the each Preliminary Prospectus, any Issuer Free Writing the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each distributing, the “Agreement Among Underwriters” between the Representative and the Underwriters, the Master Selected Dealers’ Agreement, the Underwriters’ Questionnaire, this Agreement and any closing documents by mail or other means of the Transaction Documentscommunications; (ivd) any applicable listing or other fees; (e) the fees and expenses of qualifying the Guarantors’ and Public Units under the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment securities laws of the Securities under the laws of such several jurisdictions as the Representatives may designate provided in Section 4(h) and the preparationof preparing, printing and distribution of a distributing wrappers, Blue Sky Memorandum Memoranda and Legal Investment Surveys; (including f) the related cost of preparing and printing stock certificates; (g) all fees and expenses of counsel for the Underwriters)registrar and transfer agent of the Common Stock and the warrant agent of the Warrants and Trustee; and (vih) any fees charged by rating agencies for rating all other costs and expenses incident to the Securities; offering of the Public Units or the performance of the obligations of the Company under this Agreement (vii) including the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any Company’s counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investorsCompany’s independent accountants); provided that, except as contemplated by to the extent otherwise provided in this Section 5 and in Sections 7, 9 and 11 hereof10, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 , any transfer taxes on the resale of any Public Units by them and the expenses of advertising any offering of the Public Units made by the Underwriters in connection with this Agreement and the offering contemplated herebyUnderwriters.

Payment of Expenses. The Company agrees to pay the costs and expenses relating to the following matters: (ai) Whether the preparation, printing or not reproduction and filing with the transactions contemplated by this Agreement are consummated or this Agreement is terminatedCommission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Operating Partnership Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Guarantors jointly Registration Statement, each Preliminary Prospectus, the Prospectus and severally agree all amendments or supplements to pay any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or cause transfer taxes in connection with the original issuance and sale of the Securities; (iv) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states and nations (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters solely relating to such registration and qualification); (v) the registration of the Securities under the Exchange Act; (vi) any filings required to be paid made with FINRA (including filing fees and the reasonable fees expenses of counsel for the Underwriters solely relating to such filings); (vii) the listing fee of the American Stock Exchange, (viii) the transportation and other expenses incurred by the Company and its officers and directors in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of their respective its obligations hereunder; it being expressly understood that, including without limitation, (i) the costs incident other than pursuant 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; charges (iv) and (v) above, the Underwriter shall be solely responsible for the fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for to the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Operating Partnership Company and each of the Guarantors Guarantor, jointly and severally agree to severally, will pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation execution, issue, authentication, packaging and initial delivery of the Securities and any taxes payable by them 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 DocumentsUnderwriting Agreement; (iv) the fees and expenses of the Guarantors’ Company’s and the Operating PartnershipGuarantor’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or Blue Sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum memoranda related thereto (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, FINRA and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership Company and the Guarantor in connection with any “investor presentation and any road show” show presentation to potential investors; provided that, provided, however, that except as contemplated by Sections 7, 9 and 11 hereofprovided in this Section 11, the Underwriters shall pay their own costs and expenses, including without limitation the costs fees and disbursements of their counsel and any advertising expenses of its counsel, travel, lodging and (other expenses incurred by than with respect to any Underwriters’ personnel involved in the investor presentation or any road showshow presentation) connected with any offers they make. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender purchase of the Securities for delivery to by the Underwriters or (iii) the Underwriters decline to purchase the Securities is not consummated for any reason permitted under this AgreementAgreement other than because of the termination of this Agreement pursuant to clauses (i), (iii) and (iv) of Section 9 hereof or the occurrence of any event specified in Section 10 hereof, the Operating Partnership Company and each of the Guarantors Guarantor, jointly and severally 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, but the Company and the Guarantor shall be under no further liability to any Underwriter except as provided in Section 7 hereof.

Payment of Expenses. (a) Whether or not The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated by this Agreement are consummated or this Agreement is terminatedhereby, the Operating Partnership 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 their respective obligations hereunderincluding, 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, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (iv) all costs incident to and expenses incurred in connection with the preparation, printing printing, filing, shipping and filing under the Securities Act distribution of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including financial statements and exhibits), and all exhibits, amendments and supplements thereto) , this Agreement, the Indenture and the distribution thereof; Securities, (iiiv) all filing fees, attorneys’ fees and expenses incurred by the costs of reproducing and distributing each Company or the Underwriters (provided that the Company’s liability for any attorneys’ fees as expenses of the Transaction Documents; Underwriters under this clause (ivv) shall be capped at $15,000) in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or other jurisdictions as agreed by the Representatives and the Company (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 Preliminary Prospectus, Time of Sale Information or the Prospectus), (vi) the fees and expenses of the Guarantors’ and the Operating Partnership’s counselTrustee, local counsel and independent accountants; (v) including the fees and expenses incurred disbursements of counsel for the Trustee in connection with the registration or qualification Indenture and determination of eligibility for investment the Securities, (vii) any fees payable in connection with the rating of the Securities under with the laws of such jurisdictions as the Representatives may designate and the preparationratings agencies, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses any filing fees incident to, and application any reasonable fees incurred and disbursements of counsel to the Underwriters in connection with any filing withthe review by FINRA, and clearance if any, of the offering by, the Financial Industry Regulatory Authority, and the approval terms of the Securities for book-entry transfer by DTC; sale of the Securities, and (ix) all fees and expenses incurred by (including reasonable fees and expenses of counsel) of the Operating Partnership Company in connection with any approval of the Securities by the Depositary for “road showbook-entry” presentation to potential investors; transfer, and the performance by the Company of its other obligations under this Agreement. Except as provided that, except as contemplated by in this Section 6 and Sections 78, 9 and 11 10 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree 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 If the transactions contemplated by this Agreement are consummated or this Agreement Offering is terminatedconsummated, the Operating Partnership Agents shall bear all of their out-of-pocket expenses incurred in connection with the Offering, including fees and each disbursements of their legal counsel. If the Offering is not consummated, the Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to reimburse the Agents for their reasonable out-of-pocket expenses incurred in connection with the performance of its obligations under this Agreement, including, without limitation, legal fees and expenses, data processing fees and expenses, postage, document production, advertising, syndication and travel expenses, up to a maximum of $150,000; provided, however, that the Agents shall document such expenses to the reasonable satisfaction of the Guarantors Company. All fees and expenses to which the Agents are entitled to reimbursement under this paragraph of this Section 4 shall be due and payable in cash upon termination of the Agents’ engagement or termination of the Offering, as the case may be. The Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunderunder this Agreement, including without limitation, (i) the costs incident to the authorizationcost of obtaining all securities and bank regulatory approvals, issuanceincluding any required FINRA filing fees, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, cost of printing and filing under distributing the Securities Act of the Registration StatementOffering materials, 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; Blue Sky qualification (iv) the including fees and expenses of Blue Sky counsel) of the Guarantors’ and Securities in the Operating Partnership’s counselvarious states, local counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationExchange Shares on the Nasdaq Global Select Market, printing (v) all fees and distribution disbursements of a Blue Sky Memorandum the Company’s counsel, accountants and other advisors, and (including vi) the related establishment and operational expenses for the Stock Information Center (e.g. postage, telephones, supplies, etc.). In the event the Agents incur any such fees and expenses on behalf of counsel the Company, the Mid-Tier Company, the MHC or the Bank, the Bank will reimburse the Agents for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the such fees and expenses whether or not the Conversion is consummated; provided, however, that the Agent shall not incur any substantial expenses on behalf of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering byCompany, the Financial Industry Regulatory AuthorityMid-Tier Company, and the MHC or the Bank pursuant to this Section 4 without the prior approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showBank. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Company agrees, and Holdings shall cause the transactions contemplated by this Agreement are consummated or this Agreement is terminatedCompany, the Operating Partnership 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 their respective obligations hereundercosts, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities under to the laws of such jurisdictions as the Representatives may designate and the preparationInitial Purchaser, printing and distribution of a Blue Sky Memorandum (including the related ii) all fees and expenses of counsel the Company's and the Guarantors' counsel, independent public or certified public accountants and other advisors, (iii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of each Preliminary Offering Memorandum and the Offering Memorandum (including financial statements), and all amendments and supplements thereto, (iv) all filing fees, reasonable attorneys' fees and expenses incurred by the Company, the Guarantors or the Initial Purchaser in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the Underwriters); Blue Sky laws and, if requested by the Initial Purchaser, preparing and printing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Initial Purchaser of such qualifications, registrations and exemptions, such fees and expenses under this clause (viiv) any fees charged by rating agencies for rating not to exceed $20,000 in the Securities; aggregate, (viiv) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and any paying agent the Exchange Securities, (vi) all fees and expenses (including related reasonable fees and expenses of any counsel to such parties); (viiicounsel) all expenses and application fees incurred of the Company in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities by the Depositary for "book-entry transfer by DTC; entry" transfer, and (ixvii) all expenses incurred the performance by the Operating Partnership Company of its other obligations under this Agreement. Except as provided in connection with any “road show” presentation to potential investors; provided thatthis Section 4, except as contemplated by Sections 7Section 6, Section 8 and Section 9 and 11 hereof, the Underwriters Initial Purchaser shall pay their its own costs and expenses, including the costs fees and expenses disbursements of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters shall be responsible 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 herebyroadshow related costs.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership The Company and each of the Guarantors jointly and severally agree to will pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunderunder this Agreement, the Indenture and the Registration Rights 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 costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)its professional advisers; (viiiii) all expenses and application fees incurred in connection with any filing withthe execution, issue, authentication, packaging and clearance initial delivery of the offering byOffered Securities and, as applicable, the Financial Industry Regulatory AuthorityExchange Securities, the preparation and printing of this Agreement, the approval Registration Rights Agreement, the Offered Securities, the Indenture, the Preliminary Offering Memorandum, any other documents comprising any part of the General Disclosure Package, the Final Offering Memorandum, all amendments and supplements thereto, each item of Supplemental Marketing Material and any other document relating to the issuance, offer, sale and delivery of the Offered Securities for book-entry transfer by DTCand as applicable, the Exchange Securities; (iii) any fees and (ix) all reasonable attorney’s fees and expenses incurred by the Operating Partnership Company, the Guarantors and the Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities or the Exchange Securities for offer and sale under the state securities or blue sky laws of such jurisdictions as the Representative designates and the preparation and printing of memoranda relating thereto, (iv) any fees charged by investment rating agencies for the rating of the Offered Securities or the Exchange Securities, (v) expenses incurred in distributing the Preliminary Offering Memorandum, any other documents comprising any part of the General Disclosure Package, the Final Offering Memorandum (including any amendments and supplements thereto) and any Supplemental Marketing Material to the Purchasers, and (vi) expenses incurred in preparing, printing and distributing any Free Writing Prospectuses to investors or prospective investors. The Company and Guarantors will also pay or reimburse the Purchasers (to the extent incurred by them) for costs and expenses of the Company’s officers and employees and any other expenses of the Company and the Guarantors relating to investor presentations or any “road show” presentation to potential investors; in connection with the offering and sale of the Offered Securities including, without limitation, any travel expenses of the Company’s and the Guarantors’ officers and employees, provided, however, that the Purchasers will pay 50% of the costs and expenses of any chartered flight. Except as provided that, except as contemplated by Sections 7, 9 and 11 hereofin this Agreement, the Underwriters Purchasers shall pay all of their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses disbursement 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 Offering is completed or the sale of the Shares by this Agreement are consummated or this Agreement the Company is terminatedconsummated, the Operating Partnership and each of the Guarantors Meridian Parties jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective the obligations hereunderof any Meridian Party under this Agreement, including without limitation, the following: (i) the costs incident to the authorizationpreparation, issuanceprinting, sale, preparation issuance and delivery of the Securities certificates evidencing the Shares sold to the purchasers in the Offering and any taxes payable in that connectionthe printing and delivery of all other documents applicable to the Offering; (ii) the fees and disbursements of the Meridian Parties’ counsel, accountants and other advisors; (iii) the qualification or exemption from qualification of the Shares under all applicable securities or Blue Sky laws, including filing fees and the reasonable fees and disbursements of counsel in connection therewith and in connection with the preparation of a Blue Sky Survey concerning such jurisdictions as the Selling Agent may reasonably designate; (iv) the printing and mailing costs incident of the Offering, including the delivery to the preparation, printing and filing under Selling Agent in such quantities as the Securities Act Selling Agent shall reasonably request of copies of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Prospectus and the Prospectus (including Offering Applications as originally filed and as amended or supplemented and all exhibits, amendments other documents in connection with the Offering 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountantsthis Agreement; (v) the filing fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment review of the Securities under Registration Statement, the laws of such jurisdictions as Offering Applications and any other application, form or filing by the Representatives may designate Commission, the Division and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)FRB; (vi) any the filing fees charged and the fees and disbursements of counsel to the Selling Agent incurred in connection with the review of the Offering by rating agencies for rating the SecuritiesNASD; (vii) the fees and expenses of for listing the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)Shares on the Nasdaq Global Select Market; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses relating to the Independent Valuation; (ix) the fees and expenses relating to proxy solicitation, advertising expenses, temporary personnel expenses, expenses related to the Stock Information Center to be established, investor meeting expenses and other miscellaneous expenses relating to the marketing of their counselthe Shares; and (x) reasonably incurred by the Underwriters fees and charges of any transfer agent, registrar or other agent. In the event that the Selling Agent incurs any such expenses on behalf of the Meridian Parties, the Meridian Parties will pay or reimburse the Selling Agent for such expenses regardless of whether the Offering is successfully completed, and such reimbursements will not be included in connection with this Agreement and the offering contemplated herebyexpense limitations set forth in Section 1(d).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership Issuers and each of the Guarantors MPT jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connectionconnection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, 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 GuarantorsIssuers’ and the Operating PartnershipMPT’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $5,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including all related fees and expenses of counsel for the Financial Industry Regulatory Authority, Underwriters); (ix) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTCClearstream and Euroclear; (x) all expenses, costs and listing fees incurred in connection with the application for listing and admittance of the Securities to the Official List of Euronext Dublin and trading of the Securities on its Global Exchange Market and (ixxi) all expenses incurred by the Operating Partnership Issuers in connection with any “road show” Road Show presentation to potential investors; provided that. For the avoidance of doubt, except as the expenses and fees of experts, consultants and other advisors engaged by the Underwriters in connection with the transactions contemplated by Sections 7, 9 and 11 hereof, this Agreement shall be the Underwriters shall pay their own costs and expenses, including responsibility of the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) Each Underwriter agrees to pay the portion of such expenses payable by the Underwriters represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule 1 hereto bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager (as defined in Section 20(b) hereof) may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date. (c) If (i) this Agreement is terminated pursuant to Section 99(ii), (ii) the Operating Partnership Issuers 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 Operating Partnership and each of the Guarantors Issuers and MPT 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 Operating Partnership and each of the Guarantors jointly and severally agree to The Company will pay or cause to be paid all costs and expenses incident to the performance of their respective its obligations hereunderunder this Agreement, including without limitationincluding, but not limited to, (iA) the costs incident any filing fees and other expenses (including fees and disbursements of counsel to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (iiUnderwriters) 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Offered Securities for sale under the laws of such jurisdictions as the Representatives may designate and the preparationpreparation and printing of memoranda relating thereto, (B) costs and expenses (if any) related to the review by the Financial Industry Regulatory Authority (“FINRA”) of the Offered Securities (including filing fees and the fees and expenses of counsel for the Underwriters relating to such review) with such costs not to exceed $15,000, (C) costs and expenses relating to investor presentations or any “road show” in connection with the offering and sale of the Offered Securities including, without limitation, (1) any travel expenses of the Company’s officers and employees, and (2) any other expenses of the Company, (D) the fees and expenses incident to listing the Offered Securities on the NYSE, (E) the fees and expenses in connection with the registration of the Offered Securities under the Exchange Act, (F) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to the Underwriters, (G) expenses incurred for preparing, printing and distribution distributing any Issuer Free Writing Prospectuses to investors or prospective investors, (H) the fees and expenses of a Blue Sky Memorandum the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the related Company, (I) the fees and expenses of counsel for the Underwriters); , up to $100,000, (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiiJ) all expenses fees for clearance, settlement and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by of the Offered Securities through DTC; , and (ixK) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the other costs and expenses incident to the performance by the Company of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showobligations hereunder. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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. The Company agrees to pay the costs and expenses relating to the following matters: (ai) Whether the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on Nasdaq; (vi) any filing fees related to any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several U.S. States; (vii) any filing fees related to any filings required to be made with FINRA; (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each Underwriter) in connection with presentations to prospective purchasers of the Guarantors jointly Securities; (ix) the fees and severally agree to pay or cause to be paid expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder. For the avoidance of doubt, the Underwriters shall bear any and all of their respective obligations hereunder, including without limitation, (i) the own 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationOffering, printing and distribution of a Blue Sky Memorandum (including the related any fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Company and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree to Guarantor will pay or cause to be paid all costs and expenses incident incidental to the performance of their respective obligations hereunderunder this Agreement, the Indenture and the Registration Rights 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 costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees Canadian Trustee and expenses of any counsel to such parties)their professional advisers; (viiiii) all expenses in connection with the execution, issue, authentication, packaging and application initial delivery of the Offered Securities and, as applicable, the Exchange Securities (as defined in the Registration Rights Agreement), the preparation and printing of this Agreement, the Registration Rights Agreement, the Offered Securities, the Indenture, the Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular, all amendments and supplements thereto, each item of Supplemental Marketing Material and any other document relating to the issuance, offer, sale and delivery of the Offered Securities and as applicable, the Exchange Securities; (iii) the cost of any advertising approved by the Company in connection with the issue of the Offered Securities; (iv) any filing fees and other expenses (including fees and disbursements of counsel to the Purchasers) incurred in connection with any filing with, and clearance qualification of the offering byOffered Securities or the Exchange Securities for sale under the laws of such jurisdiction, other than the Financial Industry Regulatory Authorityfederal laws of the United States, as the Representatives designate and the preparation and printing of memoranda relating thereto, provided that the Representatives shall provide the Company with an estimate of any such fees and expenses for the Company’s review and approval prior to incurring any such fees and expenses; (v) any fees charged by investment rating agencies for the rating of the Securities for book-entry transfer by DTCor the Exchange Securities; and (ixvi) all expenses incurred by in distributing the Operating Partnership in connection with Preliminary Offering Circular, any other documents comprising any part of the General Disclosure Package, the Final Offering Circular (including any amendments and supplements thereto) and any Supplemental Marketing Material to the Purchasers. The Purchasers shall pay all costs and expenses relating to investor presentations or any “road show” presentation to potential investors; in connection with the offering and sale of the Offered Securities. Except as otherwise expressly provided that, except as contemplated by Sections 7, 9 and 11 hereofthis Agreement, the Underwriters Purchasers shall pay their own costs and expensesexpenses in connection with the transactions contemplated hereby, including the costs and expenses of its counselincluding, travelwithout limitation, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Underwriting Agreement are consummated or this Underwriting Agreement is terminated, the Operating Partnership Parent Guarantor and each of the Guarantors Issuer, jointly and severally agree to severally, will pay or cause to be paid all costs and expenses incident to the performance of their respective its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation copying and delivery distribution of the Securities Indenture and any taxes payable the Paying Agency Agreement and, in that connectioneach case, the preparation of the certificates representing the Securities; (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 Prospectus and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of reproducing such copies of any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Disclosure Package and distributing the Prospectus, and all amendments or supplements to either of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Transaction DocumentsSecurities; (iv) the fees preparation, printing, authentication, issuance and expenses delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountantsSecurities; (v) the printing (or reproduction) and delivery of this Underwriting Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the securities or blue sky laws of such jurisdictions as the Representatives may designate (including filing fees) and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (vivii) the transportation and other expenses incurred by or on behalf of Parent Guarantor or Issuer representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Parent Guarantor’s accountants and the fees and expenses of counsel (including local and special counsel) for the Parent Guarantor; (ix) any fees charged by securities rating agencies services for rating the Securities; (viix) the fees and expenses of the Trustee and any agent of the Trustee, including any paying agent (including related agent, and the fees and expenses disbursements of any counsel to such parties)for the Trustee in connection with the Indenture and the Securities; (viiixi) all expenses and application fees incurred in connection with any filing with, and clearance of the any offering by, by the Financial Industry Regulatory Authority, Inc.; (xii) all fees and expenses (including reasonable fees and expenses of counsel) in connection with the approval of the Securities by Clearstream and Euroclear for book-entry transfer by DTCtransfer; (xiii) all fees and expenses in connection with the listing of the Securities on the Official List of the ISE and the admission of the Securities to the Global Exchange Market of the ISE; and (ixxiv) all other costs and expenses incurred by either of the Operating Partnership in connection with any “road show” presentation Parent Guarantor or the Issuer incident to potential investors; provided thatthe performance by the Parent Guarantor and the Issuer of its obligations hereunder. It is understood, however, that except as contemplated by Sections provided in this Section 10 and Section 7, 9 and 11 hereof, the Underwriters shall will pay all of their own costs and expenses, including the costs and expenses fees of its their counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Underwriting Agreement is terminated pursuant to Section 98, (ii) the Operating Partnership Parent Guarantor or the Issuer 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 Underwriting Agreement, the Operating Partnership and each of the Guarantors Parent Guarantor and the Issuer agrees, jointly and severally agree severally, 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 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 terminated, the Operating Partnership Company and each of the Guarantors jointly and severally agree to will pay or cause to be paid all costs and expenses incident to the performance of their respective 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 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 and the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters reasonably incurred in connection therewith); (viv) any fees charged by rating agencies for rating the Securities; (viivi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ixviii) all expenses incurred by the Operating Partnership Company and the Guarantors in connection with any “road show” presentation to potential investors; provided that. It is understood, however, that except as contemplated by Sections provided in Section 7, 9 and 11 hereofSection 10 or this Section 11, the Underwriters shall pay all of their own costs and expenses, including the costs and expenses of its fees or their counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership Company or the Guarantors 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 Operating Partnership Company and each of the Guarantors jointly and severally agree 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 any sale of the transactions contemplated by this Agreement are consummated or this Agreement Securities is terminatedconsummated, the Operating Partnership Company will pay and each of the Guarantors jointly and severally agree to pay or cause to be paid bear all costs and expenses incident to the performance of their respective its obligations hereunderunder this Agreement, including without limitation(a) the preparation and printing of the Preliminary Offering Memorandum, the Offering Memorandum and any amendments or supplements thereto, and the cost of furnishing copies thereof to the Initial Purchasers, (ib) the costs incident to preparation, reproduction and distribution of the authorizationSecurities, issuancethis Agreement, salethe Registration Rights Agreement, preparation the Indenture and any "blue sky" or legal investment memoranda, (c) the delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparationInitial Purchasers, 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; (ivd) the fees and expenses disbursements of the Guarantors’ and the Operating Partnership’s counsel, local Company's counsel and independent accountants; , (ve) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the applicable securities laws in accordance with Section 3(d) and any filing for review of such jurisdictions as the Representatives may designate and the preparationoffering with NASD, printing and distribution of a Blue Sky Memorandum (including the related filing fees and expenses fees and disbursements of counsel for the Underwriters); Initial Purchasers in connection therewith and in connection with the preparation of any "blue sky" or legal investment memoranda, (vif) any fees charged by rating agencies for rating the Securities; , (viig) 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); (viii) all expenses and application fees incurred for the Trustee, in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, Indenture and the Securities and (h) the cost of obtaining approval for the trading of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) through PORTAL. If (i) this Agreement is terminated pursuant to by the Initial Purchasers in accordance with the provisions of Section 9, (ii) the Operating Partnership 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 Agreement9(a)(i), the Operating Partnership and each of the Guarantors jointly and severally agree to Company shall reimburse the Underwriters Initial Purchasers for all of their 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 herebyInitial Purchasers.

Payment of Expenses. (a) Whether or not Each Trust and the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree to Principal Entities will pay or cause to be paid all costs and expenses incident to the performance of their respective the obligations hereunderof such Trust and the Principal Entities under this Agreement, including without limitationincluding: (a) The preparation, (i) the costs incident to the authorizationfiling, issuance, sale, preparation printing and delivery of the Securities Registration Statement as originally filed and all amendments thereto and any taxes payable in that connection; preliminary prospectus, the Prospectus and any amendments or supplements thereto; (iib) the costs incident to the The preparation, printing and filing under the Securities Act delivery of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Trust Program Documents and the Prospectus Principal Program Documents; (c) The preparation, issuance and delivery of such Trust's Notes, 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 any fees and expenses relating to the eligibility and issuance of such Trust's Notes in book-entry form and the cost of obtaining CUSIP or other identification numbers for such Trust's Notes; (d) The fees and disbursements of the Guarantors’ Principal Entities' and the Operating Partnership’s counselsuch Trust's accountants, local counsel and independent accountants; other advisors or agents (vincluding any calculation agent or exchange rate agent) and of the Trustee, the Indenture Trustee and their respective counsel; (e) The reasonable fees and disbursements of counsel to the Agents incurred in connection with the establishment and maintenance of the Programs and, unless otherwise agreed, incurred from time to time in connection with the transactions contemplated hereby; (f) The fees charged by nationally recognized statistical rating organizations for the rating of the Programs and such Trust's Notes; (g) The fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws any listing of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of Trust's Notes on a Blue Sky Memorandum securities exchange; (including the related h) The filing fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authorityincident to, and the approval reasonable fees and disbursements of counsel to the Securities for book-entry transfer by DTC; and (ix) all expenses incurred Agents in connection with, the review, if any, by the Operating Partnership in connection with any “road show” presentation to potential investorsNational Association of Securities Dealers, Inc. (the "NASD"); provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show.and (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership Any advertising and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all other out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably the Agents incurred by with the Underwriters in connection with this Agreement approval of such Trust and the offering contemplated herebyPrincipal Entities.

Payment of Expenses. (a) Whether The Company agrees to pay, or not reimburse if paid by the Underwriter, upon consummation of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership 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 their respective obligations hereunder, including without limitation, hereby: (ia) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities to the Underwriter and any taxes payable in that connection; (iib) the costs incident to the registration of the Securities under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments exhibits thereto or any document incorporated by reference therein and supplements thereto) and the distribution thereof; (iii) the costs of printing, reproducing and distributing each any transaction document by mail or other means of the Transaction Documentscommunications; (ivd) the reasonable fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters)Underwriter) incurred in connection with securing any required review by FINRA of the terms of the sale of the Securities and any filings made with FINRA; (vie) any fees charged by rating agencies for rating the Securitiesapplicable listing, quotation or other fees; (viif) the reasonable fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)the Underwriter) of qualifying the Securities under the securities laws of the several jurisdictions as provided in Section 4(i) and of preparing, printing and distributing wrappers, “Blue Sky Memoranda” and “Legal Investment Surveys”; (viiig) the cost of preparing and printing stock certificates; (h) all fees and expenses and application fees incurred in connection with any filing with, and clearance of the registrar and transfer agent of the Common Stock; and (i) all other reasonable costs and expenses incident to the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and (ix) all expenses of the Company’s counsel and the Company’s independent accountants and the travel and other expenses incurred by the Operating Partnership Company’s and Underwriter’s personnel in connection with any “road show” presentation to potential investorsincluding, without limitation, any expenses advanced by the Underwriter on the Company’s behalf (which will be promptly reimbursed)); provided thatprovided, except as contemplated by Sections 7however, 9 and 11 hereof, that the Underwriters Company shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree have no obligation to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by counsel for the Underwriters pursuant to clauses (d) and (f) of this Section 5 in connection with this Agreement and excess of $20,000 in the offering contemplated herebyaggregate.

Payment of Expenses. The Company agrees (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to reimburse the performance of 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 StatementAdministrative Agent, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Brazilian Administrative Agent 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters Arrangers for all their reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement and any other documents prepared in connection herewith or therewith, the syndication of the Facilities, the consummation and administration of the transactions contemplated hereby and thereby and any amendment or waiver with respect thereto, including (including i) the reasonable fees and out-of-pocket disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, and one additional local counsel in each relevant jurisdiction to be shared by the Administrative Agent, the Brazilian Administrative Agent and the Collateral Trustee and, in the event of a conflict, one separate counsel (and one local counsel in each relevant jurisdiction) for all persons similarly situated as required to address such conflict), (ii) filing and recording fees and expenses and (iii) the charges of Intralinks, (b) to pay or reimburse the Administrative Agent, the Brazilian Administrative Agent and the Collateral Trustee for all their counsel) reasonably reasonable out-of-pocket costs and expenses incurred by the Underwriters in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement, including the reasonable fees and out-of-pocket disbursements and other charges of one primary counsel to the Administrative Agent, the Brazilian Administrative Agent and to the Collateral Trustee, one additional local counsel in each relevant jurisdiction which counsel shall act on behalf of all Lenders to be shared by the Administrative Agent, the Brazilian Administrative Agent and Collateral Trustee and, in the event of a conflict, one separate counsel (and one local counsel in each relevant jurisdiction) for all persons similarly situated as required to address such conflict), (c) to pay, indemnify or reimburse each Lender, each Issuing Lender, the Brazilian Administrative Agent and the Administrative Agent for, and hold each Lender, each Issuing Lender, the Brazilian Administrative Agent and the Administrative Agent harmless from, any and all recording and filing fees that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and the Brazilian Intercreditor Agreement, and (d) to pay, indemnify or reimburse each Lender, each Issuing Lender, the Brazilian Administrative Agent, the Administrative Agent, their respective affiliates, and their respective officers, directors, partners, employees, advisors, agents, controlling persons and trustees (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all liabilities, 509265-1725-11432-13209999 obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than with respect to Taxes, which shall be governed exclusively by Section 2.24 or with respect to the costs, losses or expenses which are of the type covered by Section 2.23 or Section 2.25) in respect of the financing contemplated by this Agreement or the use or the proposed use of proceeds thereof, the other Loan Documents and the offering Brazilian Intercreditor Agreement, or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Loan Party pertaining to any of the Mortgaged Properties (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Company shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities resulted from (i) the gross negligence or willful misconduct of such Indemnitee, (ii) a material breach of the Loan Documents or the Brazilian Intercreditor Agreement by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees or (iii) any dispute solely among Indemnitees not arising out of any act or omission of the Company or any of its affiliates (other than disputes involving claims against any Indemnitee in its capacity as, or fulfilling its role as, the Administrative Agent, the Brazilian Administrative Agent or an Arranger or similar role in respect of the transactions contemplated hereby). Without limiting the foregoing, and to the extent permitted by applicable law, the Company agrees not to assert, and to cause each of the Subsidiary Guarantors not to assert, and hereby waives, and agrees to cause each of the Subsidiary Guarantors to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee unless the same shall have resulted from the gross negligence or willful misconduct of, or material breach of the Loan Documents or the Brazilian Intercreditor Agreement by, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, advisors, agents, controlling persons or trustees. Unless such amounts are being contested in good faith by the Company, all amounts due under this Section 10.5 shall be payable not later than 45 Business Days after the party to whom such amount is owed has provided a statement or invoice therefor, setting forth in reasonable detail, the amount due and the relevant provision of this Section 10.5 under which such amount is payable by the Company and any other Borrower. For purposes of the preceding sentence, it is understood and agreed that the Company may ask for reasonable supporting documentation to support any request to reimburse or pay out-of-pocket expenses, legal fees and disbursements, that the grace period to pay any such amounts shall not commence until such supporting documentation has been received by the Company and that out-of-pocket expenses that are reimbursable by the Company are limited to those that are consistent with the Company's then prevailing policies and procedures for reimbursement of expenses. The Company agrees to provide upon request by any party that may be entitled to expense reimbursement hereunder, on a confidential basis, a written statement setting forth those portions of its then prevailing policies and procedures that are relevant to obtaining expense reimbursement hereunder. Statements payable by the Company pursuant to this Section 10.5 shall be submitted to the Company at the address of the Company set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Company in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder. In no event shall any party hereto or any other Loan Party be liable for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree to Company will pay or cause to be paid all costs and expenses incident to the performance of their respective its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Shares and the Offered ADSs and any taxes payable in that connectionconnection (including, without limitation, the cost of any share register, any book or records required under Swiss Federal Intermediated Securities Act, clearing arrangements with SIX SIS AG, notarization fees and filing fees with the competent commercial register, but not including any taxes measured by or based on income (or comparable measures) imposed on the Underwriters); (ii) the costs incident to the preparation, printing and filing under the Securities Act and the Swiss Financial Services Act of the Registration Statement, the ADS Registration Statement, the Exchange Act 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 reasonable and documented fees and expenses of the Guarantors’ and the Operating PartnershipCompany’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Offered ADSs 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); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; provided that any fees and expenses of counsel for the Financial Industry Regulatory Authority, Underwriters pursuant to clause (v) above and this clause (viii) shall not exceed $30,000 in the approval of the Securities for book-entry transfer by DTCaggregate; and (ix) all expenses incurred by the Operating Partnership Company in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 (x) all expenses and 11 hereof, application fees related to the Underwriters shall pay their own costs listing of the Offered ADSs on the Nasdaq Market; and expenses, (xi) all expenses and fees (including stock exchange levies) related to the costs and expenses listing of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showShares on the SIX. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Operating Partnership Company for any reason fails to tender the Securities Offered ADSs for delivery to the Underwriters (other than by reason of a default by any Underwriter pursuant to Section 12 of this Agreement) or (iii) the Underwriters decline to purchase the Securities Offered ADSs for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree 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. For the avoidance of doubt, it is understood that the Company shall not pay or reimburse any costs, fees or expenses of any Underwriter that defaults on its obligation to purchase the Offered ADSs.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership Company and each of the Guarantors agree, jointly and severally agree severally, to pay or cause to be paid all costs and expenses incident to the performance of their respective 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 preparing, reproducing and distributing each of this Agreement, the Transaction DocumentsIndenture, the Notes and the Guarantees; (iv) the fees and expenses of the Guarantors’ Company’s and the Operating PartnershipGuarantor’s counsel (including local and special counsel, local counsel ) and independent accountants; (v) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and any paying agent the Securities; (viii) all fees and expenses (including related reasonable fees and expenses of any counsel to such parties)counsel) of the Company and the Guarantors in connection with approval of the Securities by the DTC for “book-entry” transfer; (viiiix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ix) all expenses incurred by the Operating Partnership Company in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the (xii) all other costs and expenses incident to the performance of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved obligations hereunder which are not otherwise specifically provided for in the road showthis Section 11. (b) If (i) the purchase and sale of the Securities hereunder is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 is not satisfied, (ii) this Agreement is terminated pursuant to Section 99(ii), (iiiii) the Operating Partnership Company for any reason fails to tender the Securities for delivery to the Underwriters other than as a result of a breach of this Agreement by the Underwriters or (iiiiv) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement other than for termination of this Agreement under Section 9(i), (iii) and (iv), the Operating Partnership Company and each of the Guarantors Guarantors, jointly and severally 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 Operating Partnership The Company shall be responsible for and each of the Guarantors jointly and severally agree to shall pay or cause to be paid all costs and expenses incident relating to the performance of their respective obligations hereunderOffering, including without limitation, including: (i) the costs incident all filing fees and communication expenses relating to the authorization, issuance, sale, preparation and delivery registration of the Securities with the Commission and any taxes payable in that connectionthe filing of the offering materials with FINRA and the listing of the Securities on the Exchange; (ii) all reasonable travel and lodging expenses incurred by the costs incident to the preparationRepresentative or its counsel in connection with visits to, printing and filing under the Securities Act of the Registration Statementexaminations of, 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 thereofCompany; (iii) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s counsel); (iv) the costs of reproducing all mailing and distributing each printing of the Transaction Documentsunderwriting documents, agreement among underwriters, selected dealers’ agreements, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many Preliminary Prospectuses and Prospectuses as the Representative may reasonably deem necessary; (ivv) the costs of preparing, printing and delivering certificates representing the Securities, if any, and the fees and expenses of the transfer agent for such Securities; (vi) the reasonable cost of road show meetings, including all reasonable travel and lodging expenses incurred by the Representative; (vii) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (viii) the costs and expenses of the Company’s public relations firm; (ix) the fees and expenses of the Guarantors’ and the Operating PartnershipCompany’s counselaccountants, local legal counsel and independent accountantsother agents and representatives; (vx) share transfer taxes, if any, payable upon the transfer of the Securities from the Company to the Underwriters; and (xi) the legal fees and expenses incurred of Representative’s counsel in connection with the registration or qualification purchase and determination of eligibility for investment sale of the Securities under Securities, which shall be payable on the laws of such jurisdictions as First Closing Date. Notwithstanding anything contained herein to the Representatives may designate and contrary, the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and Company’s obligation to pay accountable expenses of counsel for the UnderwritersRepresentative as set forth under items (ii); , (vi) any fees charged by rating agencies for rating (with respect to the Securities; (vii) the fees travel and expenses of the Trustee Representative and any paying agent its counsel for road show meetings only), (including related fees and expenses of any counsel to such partiesvii); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ixxi) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expensesnot exceed $168,000, including the costs and expenses of its counselassociated with “tombstone or lucite” advertisements (up to $8,000). In addition, travelon each Closing Date, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery Company shall pay to the Underwriters or Representative a non-accountable expense allowance in an amount equal to 0.8% of the aggregate gross proceeds (iiiexcluding proceeds from the exercise of the Over-Allotment Option) at such Closing. In the Underwriters decline to purchase event that the Securities for any reason permitted under this AgreementOffering is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree Company agrees to reimburse the Underwriters pursuant to Section 7 hereof. The Company has already paid an expense deposit of $35,000 to the Representative, upon the execution of that certain Engagement Letter, dated December 8, 2022, by and between the Company and the Representative, as well as $35,000 that was previously paid to the predecessor of the Representative, ViewTrade Securities, Inc. (“Viewtrade”), pursuant to a letter of engagement dated July 15, 2022, between the Company and Viewtrade, for all the Representative’s anticipated out-of-pocket costs and expenses, both of which shall be considered as payment of accountable expenses (including to the fees and Representative as set forth under this Section; any expense deposits will be returned to the Company to the extent the Representative’s accountable expenses of their counsel) reasonably are not actually incurred by the Underwriters in connection accordance with this Agreement and the offering contemplated herebyFINRA Rule 5110(g)(4)(A).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership Issuer and each of the Guarantors Guarantor jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of 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 Guarantors’ Issuer’s and the Operating Partnershipeach Guarantor’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Notes under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the SecuritiesNotes, if any; (vii) the preparation of the Indenture and fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such partiesthe Trustee); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering of the Notes by, the Financial Industry Regulatory Authority, and the approval of the Securities Notes for book-entry transfer by [DTC] [Euroclear Bank SA/NV and Clearstream Banking, S.A.]; and (ix) all expenses incurred by the Operating Partnership Issuer and the Underwriters in connection with any “road show” presentation to potential investors; provided that, except as contemplated investors (in respect of expenses so incurred by Sections 7, 9 and 11 hereofthe Underwriters, the Underwriters total amount payable by the Issuer and the Guarantors shall pay their own costs not exceed $[10,000]); and expenses, including the costs (x) any fees and expenses incurred in connection with the listing of its counsel, travel, lodging and other expenses incurred by the Notes on any Underwriters’ personnel involved in the road showsecurities exchange. (b) If (i) this Agreement is terminated pursuant to Section 910, (ii) the Operating Partnership 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 Operating Partnership Issuer and each of the Guarantors Guarantor jointly and severally agree 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 $[ ] (inclusive of any value added tax which may be payable).

Payment of Expenses. The Company agrees to pay the costs and expenses relating to the following matters: (ai) Whether the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on NASDAQ; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states of the United States (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and up to $30,000 for the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each Underwriters) in connection with presentations to prospective purchasers of the Guarantors jointly Securities; (ix) the fees and severally agree to pay or cause to be paid expenses of the Company’s accountants and the fees and expenses of counsel (including U.S. and Cayman Islands counsel and any other local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of their respective 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Operating Partnership and each of the Guarantors jointly and severally agree Company agrees to pay or cause to be paid all costs and expenses incident to the performance of their respective its obligations hereunder, including including, without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Securities, and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary U.S. Prospectus, any other Time of Sale Information, any Issuer Free Writing Prospectus, any Time of Sale Information and the U.S. Prospectus (including all exhibits, amendments and supplements any amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing incident to the preparation, printing, and distributing each filing under Canadian Securities Laws of the Transaction DocumentsPreliminary Canadian Prospectus, the Final Canadian Prospectus and any Canadian Prospectus Amendment; (iv) the fees and expenses of the Guarantors’ and the Operating PartnershipCompany’s counsel, local counsel independent accountants, and independent accountantspetroleum engineering firms; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing printing, and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securitiescost of preparing stock certificates; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCFINRA; and (ix) all expenses incurred by the Operating Partnership Company in connection with any “road show” presentation to potential investors; provided thatand (x) all expenses and application fees related to listing of the Securities on the NYSE and the TSX; provided, that except as contemplated by Sections 7, 9 provided in this Section 10 and 11 in Section 7 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its their counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 98, (ii) the Operating Partnership 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 Agreementbecause a condition to closing is not satisfied, the Operating Partnership and each of the Guarantors jointly and severally agree 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 Operating Partnership The Company shall be responsible for and each of the Guarantors jointly and severally agree to shall pay or cause to be paid all costs and expenses incident relating to the performance of their respective obligations hereunderOffering, including without limitation, including: (i) the costs incident all filing fees and communication expenses relating to the authorization, issuance, sale, preparation and delivery registration of the Securities with the Commission and any taxes payable in that connectionthe filing of the offering materials with FINRA; (ii) all reasonable travel and lodging expenses incurred by the costs incident to the preparationRepresentative or its counsel in connection with visits to, printing and filing under the Securities Act of the Registration Statementexaminations of, 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 thereofCompany; (iii) translation costs for due diligence purposes; (iv) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s counsel); (v) the costs of reproducing all mailing and distributing each printing of the Transaction Documentsplacement documents, agreement among underwriters, selected dealers’ agreements, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (ivvi) the costs of preparing, printing and delivering certificates representing the Securities, if any, and the fees and expenses of the transfer agent for such Securities; (vii) the reasonable cost of road show meetings and preparation of a power point presentation; (viii) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ix) the costs and expenses of the Company’s public relations firm; (x) the fees and expenses of the Guarantors’ and the Operating PartnershipCompany’s counselaccountants, local legal counsel and independent accountantsother agents and representatives; (vxi) share transfer taxes, if any, payable upon the transfer of the Securities from the Company to the Underwriters; and (xii) the legal fees and expenses incurred of Representative’s counsel in connection with the registration or qualification purchase and determination of eligibility for investment sale of the Securities under Securities, which shall be payable on the laws of such jurisdictions as First Closing Date. Notwithstanding anything contained herein to the Representatives may designate and contrary, the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and Company’s obligation to pay accountable expenses of counsel for the UnderwritersRepresentative as set forth under items (ii); , (vi) any fees charged by rating agencies for rating the Securities; iii), (vii) (with respect to the fees travel and lodging expenses of the Trustee Representative and any paying agent (including related fees its counsel for road show meetings only) and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of shall not exceed $150,000. In the offering byevent that the Offering is terminated, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree Company agrees to reimburse the Underwriters pursuant to Section 7 hereof. The Company has already paid an expense deposit of $35,000 to the Representative, within three days of the execution of the letter of intent between the Company and the Representative, and an additional $35,000 upon receipt of the Commission’s first comments, for all the Representative’s anticipated out-of-pocket costs and expenses, both of which shall be considered as payment of expenses (including to the fees and Representative as set forth under this Section; any expense deposits will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses of their counsel) reasonably are not actually incurred by the Underwriters in connection accordance with this Agreement and the offering contemplated herebyFINRA Rule 5110(g)(4)(A).

Payment of Expenses. (a) Whether The Company agrees to pay, or not procure the payment of, all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated by this Agreement are consummated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Ordinary Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities other than as set forth in the Transaction Documents; (iv) all fees and expenses of the Company’s counsel, independent public or this Agreement is terminatedcertified public accountants and other Company 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 Operating Partnership Preliminary Prospectus and each the Final Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent, subject to the limitation specified in Section 1(a)(iii)(i) hereof, in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Guarantors jointly Securities for offer and severally agree sale under the state securities or blue sky laws or the securities laws of any other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising the Placement Agent of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident to pay or cause to be paid the review and approval by the FINRA of the Placement Agent’s participation in the offering and distribution of the Securities; (viii) the fees and expenses associated with including the Shares and the Warrant Shares on the Trading Market; (ix) all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation travel and delivery accommodation of the Securities Company’s employees on the “roadshow,” if any; and any taxes payable (x) all other fees, costs and expenses referred to in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act Part II 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Operating Partnership and each of the Issuers, the Guarantors and, upon execution and delivery by any Additional Guarantor of a Joinder Agreement, each such Additional Guarantor jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities Notes to the Initial Purchasers and any transfer, documentary, stamp or similar taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering 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 fees and expenses of the GuarantorsIssuers’ and the Operating Partnership’s counsel, local Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities 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 UnderwritersInitial Purchasers); (vi) any fees charged by rating agencies for rating the SecuritiesNotes; (vii) the fees and expenses of the Trustee and the Escrow Agent and any paying agent (including related fees and reasonable expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities Notes for book-entry transfer by DTC; and (ix) all expenses associated with the creation and perfection of security interests, including, without limitation, the drafting and negotiation of the Security Documents, the Intercreditor Agreement and any other documents, supplements, joinders, mortgages, deeds of trust and other security documents and the creation, preparation and filing of UCC financing statements, including filing fees and fees incurred in connection with lien searches, the fees and expenses attributable to creating and perfecting the security interest in the Escrow Funds as contemplated by the Escrow Agreement and the reasonable and documented fees and expenses of legal counsel to the Initial Purchasers incurred in connection with any of the foregoing; (x) all expenses incurred by the Operating Partnership Issuers in connection with any “road show” presentation to potential investors; provided thatinvestors (it being understood that the Initial Purchasers, collectively, shall bear half of the costs associated with any chartered aircraft). It is understood, however, that except as contemplated by Sections 7, 9 provided in this Section 10 and 11 Section 7 hereof, the Underwriters shall Initial Purchasers will pay all of their own costs and expenses, including the costs fees of their counsel and any advertising expenses connected with any offers they may make; and (xi) the list of its counselthe Notes with the Official List of the International Stock Exchange and any expenses related thereto, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in including the road showlisting agent. (b) If (i) this Agreement is terminated pursuant to Section 98, (ii) the Operating Partnership Issuers for any reason fails to tender the Securities Notes for delivery to the Underwriters Initial Purchasers or (iii) the Underwriters Initial Purchasers decline to purchase the Securities Notes for any reason permitted under this Agreement, the Operating Partnership and each of the Issuers, the Guarantors and upon execution and delivery by the Company and any Additional Guarantor of a Joinder Agreement, the Company and each such Additional Guarantor jointly and severally agree to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not The Company shall be responsible for and pay all expenses relating to the transactions contemplated by this Agreement are consummated or this Agreement is terminatedOffering, including, without limitation, all filing fees and communication expenses relating to the Operating Partnership and each registration of the Guarantors jointly and severally agree to pay or cause Securities to be paid sold in the Offering with the Commission and the filing of the offering materials with FINRA; all fees and expenses relating to the listing of such Securities on such stock exchange as the Company and the Placement Agent together determine; all fees, expenses and disbursements relating to background checks of the Company’s officers and directors; all fees, expenses and disbursements relating to the registration or qualification of such Securities under the “blue sky” securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without limitation, all filing and registration fees, and the fees and disbursements of the Placement Agent’s counsel at Closing)); all fees and expenses associated with the i-Deal system and NetRoadshow not to exceed $3,000; the costs of all mailing and printing of the Offering documents (including the transaction documents, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’ Agreement, placement agents’ questionnaire and power of attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem necessary; the costs and expenses incident of the public relations firm referred to in the performance of their respective obligations hereunder, including without limitation, (i) Engagement Letter; 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 preparationpreparing, printing and filing under the Securities Act delivering certificates representing such Securities; fees and expenses of the Registration Statementtransfer agent for such Securities; stock transfer taxes, if any, payable upon the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time transfer of Sale Information and securities from the Prospectus (including all exhibits, amendments and supplements thereto) and Company to the distribution thereofPlacement Agent; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Guarantors’ Company’s accountants and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee Placement Agent and any paying agent the Company’s legal counsel and other agents and representatives. Upon the Placement Agent’s request, the Company shall provide funds to pay all such fees, expenses and disbursements in excess of the advance paid by the Company in accordance with the Engagement Agreement (including related fees the “Advance”). For the sake of clarity, it is understood and agreed that (i) the Company shall be responsible for the Placement Agent’s legal fees, costs and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing withthe Offering irrespective of whether the Offering is consummated, and clearance (ii) the maximum amount of the offering bylegal fees, the Financial Industry Regulatory Authority, costs and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, Placement Agent that the Underwriters Company shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved be responsible for shall not exceed $100,000 in the road show. (b) If (i) this Agreement event of a Closing, and shall not exceed $50,000 in the event that there is terminated pursuant to Section 9not a Closing, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each inclusive of the 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 herebyAdvance.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree Company agrees to pay or cause to be paid all costs and expenses incident to the performance of their respective 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, as applicable; (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 Guarantors’ Company’s counsel and the Operating PartnershipCompany’s counsel, local counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Shares under the laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (v) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review by FINRA of the terms of the sale of the Shares in an amount not to exceed $10,000, as applicable, (vi) any fees charged by rating agencies for rating the Securities; cost of preparing stock certificates, if any, (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership Company in connection with any “road show” presentation to potential investorsinvestors provided that private aircraft travel expenses incurred in connection with such “road show” and other meetings shall be allocated 50% to the Company, on one hand, and 50% to the Underwriters on the other hand, and the Company, on one hand, and the Underwriters in the aggregate (but severally as to their portion) on the other hand, shall each pay their own expenses for all other travel expenses, as applicable; and (x) all expenses and fees in connection with any filings to be made with Nasdaq and FINRA. Except as provided that, except as contemplated by Sections 7, in Section 9 and 11 hereofin this Section 13, the Underwriters shall pay their own costs and expenses, including the costs fees and expenses disbursements of its their counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 911, (ii) the Operating Partnership Company or the Selling Shareholders for any reason fails to tender the Securities Shares for delivery to the Underwriters (other than solely by reason of a default by the Underwriters of their obligations hereunder after all conditions hereunder have been satisfied in accordance herewith) or (iii) the Underwriters decline to purchase the Securities Shares for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree Company agrees to reimburse the Underwriters (other than a defaulting underwriter) 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. (c) The provisions of this Section 13 shall not affect any agreement that the Company and the Selling Shareholders may have made or make for the sharing of such costs and expenses, including the Investor Rights Agreement, by and among the Company and FIF V PFD LLC, dated as of November 1, 2013.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership Issuers and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, 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 fees and expenses of the GuarantorsIssuers’ and the Operating Partnership’s counsel, local Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership Issuers in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership Issuers for any reason fails fail 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 Operating Partnership Issuers and each of the Guarantors jointly and severally 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 Operating Partnership Issuers and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, 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 fees and expenses of the Issuers' and the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership Issuers in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership Issuers for any reason fails fail 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 Operating Partnership Issuers and each of the Guarantors jointly and severally 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 At least two (2) Business Days prior to the Closing Date, the Company shall provide to Acquiror a written report setting forth a list of all fees, expenses and other amounts incurred by or not on behalf of the Company and otherwise owed by the Company in connection with or in relation to the preparation, negotiation and execution of this Agreement and any ancillary document to this Agreement and the consummation of the transactions contemplated hereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses will be incurred, unpaid, and owing as of the close of business on the Business Day immediately preceding the Closing Date, including, but not limited to, the (i) fees and disbursements of outside counsel to the Company and Company management, and otherwise owed by the Company to outside counsel and Company management, incurred in connection with the Transactions and (ii) fees and expenses of any other agents, advisors, consultants, experts, financial advisors, brokers, finders or investment bankers employed by the Company, and otherwise owed by the Company to such parties, in connection with the Transactions (collectively, the “Outstanding Company Expenses”). On the Closing Date following the Closing, Acquiror shall pay or cause the Surviving Company to pay by wire transfer of immediately available funds the Outstanding Company Expenses. (b) At least two (2) Business Days prior to the Closing Date, Acquiror shall provide to the Company a written report setting forth a list of all fees, expenses, disbursements and other amounts incurred by or on behalf of the Acquiror and Merger Sub including, in each case, in connection with (a) the fees and expenses for outside counsel and for any other agents, advisors, consultants, experts, financial advisors, brokers, finders or investment bankers, in each case, in connection with the Transactions, (b) deferred underwriting commissions or Taxes, (c) obligations owed to the Sponsor, (d) the preparation, negotiation and execution of this Agreement are consummated or and any ancillary document to this Agreement is terminatedand the consummation of the transactions contemplated hereby (collectively, the Operating Partnership and each of “Outstanding Acquiror Expenses”). On the Guarantors jointly and severally agree to Closing Date, Acquiror shall pay or cause to be paid all costs and expenses incident to by wire transfer of immediately available funds the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showOutstanding Acquiror Expenses. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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. The Company agrees to pay the costs and expenses relating to the following matters: (ai) Whether the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates, if any, for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, and all other agreements or documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on NASDAQ; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states of the United States (including filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and up to $20,000 for the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other expenses incurred by the Company and its executive officers (and not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each Underwriters) in connection with presentations to prospective purchasers of the Guarantors jointly Securities; (ix) the fees and severally agree to pay or cause to be paid expenses of the Company’s accountants and the fees and expenses of counsel (including U.S. and Cayman Islands counsel and any other local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of their respective 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 If the transactions contemplated by this Agreement are consummated or this Agreement Offering is terminatedconsummated, the Operating Partnership Agents shall bear all of their out-of-pocket expenses incurred in connection with the Offering, including fees and each disbursements of their legal counsel. If the Offering is not consummated, the Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to reimburse the Agents for their reasonable out-of-pocket expenses incurred in connection with the performance of their obligations under this Agreement, including, without limitation, legal fees and expenses, data processing fees and expenses, postage, document production, advertising, syndication and travel expenses; provided, however, that Sandler X’Xxxxx shall document such expenses to the reasonable satisfaction of the Guarantors Company. All fees and expenses to which the Agents are entitled to reimbursement under this paragraph of this Section 4 shall be due and payable in cash upon termination of Sandler X’Xxxxx’x engagement or termination of the Offering, as the case may be. The Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunderunder this Agreement, including without limitation, (i) the costs incident to the authorizationcost of obtaining all securities and bank regulatory approvals, issuanceincluding any required FINRA filing fees, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, cost of printing and filing under distributing the Securities Act of the Registration StatementOffering materials, 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; Blue Sky qualification (iv) the including fees and expenses of Blue Sky counsel) of the Guarantors’ and Securities in the Operating Partnership’s counselvarious states, local counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationExchange Shares on the Nasdaq Global Select Market, printing (v) all fees and distribution disbursements of a Blue Sky Memorandum the Company’s counsel, accountants and other advisors, and (including vi) the related establishment and operational expenses for the Conversion Center (e.g. postage, telephones, supplies, etc.). In the event the Agents incur any such fees and expenses on behalf of counsel the Company, the Mid-Tier Company, the MHC or the Bank, the Bank will reimburse the Agents for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the such fees and expenses of whether or not the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showConversion is consummated. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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. The Company shall be responsible for and shall pay all expenses relating to the Offering, including: (ai) Whether all filing fees and communication expenses relating to the registration of the Securities (including, for the avoidance of doubt, the Selling Shareholder Firm Shares) with the Commission and the filing of the offering materials with FINRA and the listing of the Firm Shares and the Option Shares on the Exchange; (ii) all reasonable travel and lodging expenses incurred by the Representative or its counsel in connection with visits to, and examinations of, the Company; (iii) translation costs for due diligence purposes; (iv) all fees, expenses and disbursements relating to the registration or qualification of the Securities (including, for the avoidance of doubt, the Selling Shareholder Firm Shares) under the ‘blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s counsel); (v) the costs of all mailing and printing of the placement documents, agreement among underwriters, selected dealers’ agreements, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing the Securities, if any, and the fees and expenses of the transfer agent for such Securities; (vii) the reasonable cost of road show meetings and preparation of a power point presentation; (viii) all reasonable fees, expenses and disbursements relating to background checks of the Company’s officers and directors; (ix) the costs and expenses of the Company’s public relations firm; (x) the fees and expenses of the Company’s accountants, legal counsel and other agents and representatives; (xi) share transfer taxes, if any, payable upon the transfer of the Securities from the Company and the Selling Shareholder to the Underwriters; and (xii) the legal fees of Representative’s counsel in connection with the purchase and sale of the Securities, which shall be payable on the First Closing Date. Notwithstanding anything contained herein to the contrary, the Company’s obligation to pay accountable expenses of the Representative as set forth under items (ii), (iii), (vii) (with respect to the travel and lodging expenses of the Representative and its counsel for road show meetings only), and (xii) shall not exceed $183,000, including the transactions contemplated by this Agreement are consummated costs associated with “tombstone or this Agreement lucite” advertisements (up to $8,000). In addition, on each Closing Date, the Company shall pay to the Representative a non-accountable expense allowance in an amount equal to 0.6% of the aggregate gross proceeds (including gross proceeds from the Selling Shareholder Firm Shares) at such Closing. In the event that the Offering is terminated, the Operating Partnership Company agrees to reimburse the Underwriters pursuant to Section 7 hereof. The Company has already paid an advance of $75,000 to the Representative for the Representative’s anticipated out-of-pocket expenses, which shall be considered as payment of accountable expenses to the Representative as set forth under this Section; such expense advance will be returned to the Company to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). The Selling Shareholder covenants and each of agrees with the Guarantors jointly and severally agree to several Underwriters that the Selling Shareholder will pay or cause to be paid all costs and expenses incident to the performance of their respective the Selling Shareholder’s obligations hereunder, including without limitation, with respect to (i) the costs all taxes incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Selling Shareholder Firm Shares to be sold by the Selling Shareholder to the Underwriters hereunder, and the Selling Shareholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment and for any taxes payable in that connection; portion of such tax payment not rebated, and (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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any advisors or counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of for the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showSelling Shareholder. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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. The Company will pay all expenses incident to the performance of the Offerors' obligations under this Agreement, including (ai) Whether or not the transactions contemplated by printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the copying of this Agreement are consummated or this Agreement is terminatedAgreement, any agreement among Underwriters, the Operating Partnership Indenture, the Declaration, the Preferred Securities, the Common Securities, the Subordinated Debentures, the Preferred Securities Guarantee Agreement and each the Preferred Securities Guarantee and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Guarantors jointly Offered Securities, (iii) the preparation, issuance and severally agree delivery of the certificates for the Offered Securities to pay the Representatives, the Common Securities to the Company and the Subordinated Debentures to the Trust, including any transfer taxes and any stamp or cause other duties payable upon the sale, issuance or delivery of such securities, (iv) the fees and disbursements of the Company's counsel and accountants, (v) the qualification of the Offered Securities and the Subordinated Debentures under securities laws in accordance with the provisions of Section 3(g), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky surveys, (vi) the printing and delivery to be paid the Underwriters of copies of the Registration Statement as originally filed and of each amendment thereto, of the preliminary prospectus, of any Term Sheet and of the Prospectus and any amendments or supplements thereto, (vii) the printing and delivery to the Underwriters of copies of the Blue Sky surveys, (viii) the fees and expenses of the Property Trustee, the Delaware Trustee, the Guarantee Trustee and the Debt Trustee, including the fees and disbursements of their respective counsel, (ix) any fees payable in connection with the rating of the Offered Securities, (x) the fees and expenses incurred with respect to the listing of the Offered Securities on the New York Stock Exchange, (xi) the filing fees incident to the review, if any, by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Offered Securities, (xii) the cost of qualifying the Trust Preferred Securities with The Depository Trust Company, and (xiii) all other costs and expenses incident to the performance of their respective its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section and delivery of the Securities in Sections 6 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall will pay all of their own costs and expenses, including the costs fees and expenses disbursements of its their counsel, travelstock transfer taxes on resale of any of the Offered Securities by them, lodging and other any advertising expenses incurred by any Underwriters’ personnel involved in the road show. (b) which they may incur. If (i) this Agreement is terminated pursuant to by the Representatives in accordance with the provisions of Section 9, 5 (iiother than Section 5(j)) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iiiSection 9(a)(i) the Underwriters decline to purchase the Securities for any reason permitted under this Agreementhereof, the Operating Partnership and each of the Guarantors jointly and severally agree to Company shall reimburse the Underwriters for all of their out-of-pocket costs and expenses (expenses, including the reasonable fees and expenses disbursements of their counsel) counsel for the Underwriters, reasonably incurred by the Underwriters in connection with this Agreement making preparations for the purchase, sale and delivery of the offering contemplated herebyOffered Securities.

Payment of Expenses. The Borrower agrees (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership 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 their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters Administrative Agent for all its out-of-pocket costs and expenses incurred connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent (including (i) Vedder, Price, Xxxxxxx & Kammholz, P.C., special New York counsel, the costs of each appraisal to determine the Appraisal Value and filing, registration and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Effective Date (in the case of amounts to be paid on the Effective Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses (other than Taxes, which are solely governed by Sections 2.13 and 2.14 of this Agreement, Section 15 of the Guarantee and Collateral Agreement, and Section 5.01 of the Aircraft Asset Security Agreement) incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of their in-house counsel) reasonably incurred to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than Taxes which are solely governed by Sections 2.13 and 2.14 of this Agreement, Section 15 of the Underwriters Guarantee and Collateral Agreement, and Section 5.01 of the Aircraft Asset Security Agreement) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Borrower or any of its Subsidiaries or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against Borrower or any of its Subsidiaries under any Loan Document (all the foregoing in this Agreement clause (c), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the offering contemplated herebygross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxxxxx Xxxxxxx (Telephone No. 000-000-0000, x301) (Telecopy No. 305-590-2695), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership Issuer and each of the Guarantors Guarantor jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of 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; 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; thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; Documents; (iv) the fees and expenses of the Guarantors’ Issuer’s and the Operating PartnershipGuarantor’s counsel, local counsel and independent accountants; accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); , which fees and expenses shall not exceed $15,000); (vi) any fees charged by rating agencies for rating the Securities; Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; DTC; and (ix) all expenses incurred by the Operating Partnership Issuer in connection with any “road show” presentation to potential investors; . Except as provided that, except as contemplated by in this Section 11 and Sections 7, 9 7 and 11 10(c) hereof, the Underwriters shall pay their own costs and expensesexpenses on a pro rata basis in accordance with the amount of Securities purchased by such Underwriter as set forth on Schedule 1, including the costs fees and expenses of its counsel, travel, their counsel and travel and lodging and other expenses incurred by of any representatives of the Underwriters’ personnel involved in the road show. (b) The Issuer and the Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter against any documentary, stamp or similar issuance tax, including any interest and penalties imposed thereon, on the creation, issuance and sale of the Securities pursuant to this Agreement and on the execution and delivery of this Agreement. All payments to be made to each Underwriter hereunder shall be made without any withholding or deduction for or on behalf of any present or future taxes, duties, or governmental charges whatsoever imposed by or on behalf of any jurisdiction from or through which payment is made unless an Issuer or Guarantor is compelled by law to withhold or deduct such taxes, duties or charges; provided that each Underwriter shall, upon reasonable request, provide to the Issuer and the Guarantor all such forms and other documentation that it is legally eligible to provide as would allow for payments under this Agreement to be paid without (or at a reduced rate of) deduction or withholding on account of taxes, duties, or governmental charges. In that event, the Issuer or the Guarantor, as the case may be, shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received had no withholding or deduction been made; provided that no additional amounts shall be payable to the Underwriter with respect to taxes that arise by reason of any connection between the Underwriter and the jurisdiction of the taxing authority imposing such withholding or deduction other than a connection arising solely as a result of the transactions contemplated by this Agreement. (c) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership Issuer 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 Operating Partnership Issuer and each of the Guarantors Guarantor 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 herebyhereby and neither the Issuer nor the Guarantor shall in any event be liable to any Underwriter for 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 Operating Partnership and each of the Guarantors jointly and severally agree agrees to pay or cause to be paid all costs and expenses incident to the performance of their respective 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 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 fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable and documented related fees and expenses of counsel for the UnderwritersInitial Purchasers not to exceed $20,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; . Except as provided that, except as contemplated by Sections 7, 9 in Section 7 and 11 hereofthis Section 11(a) and in Section 11(b), the Underwriters Initial Purchasers shall pay their own costs and expenses, including the costs fees and expenses disbursements of its their counsel, traveltransfer taxes on any resale of the Securities by any Initial Purchaser, lodging any advertising expenses connected with any offers they may make and other expenses incurred by any Underwriters’ personnel involved the Initial Purchasers on their own behalf in connection with presentations to prospective purchasers of the road showSecurities. (b) If (i) this Agreement is terminated pursuant to Section 99(i) or Section 9(ii) hereof, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters Initial Purchasers (other than by reason of a default by any of the Initial Purchasers except pursuant to Section 10(c)) or (iii) any condition to the Underwriters decline to purchase obligations of the Securities Initial Purchasers contained herein for any reason permitted under this Agreementthe Closing Date is not met or waived, the Operating Partnership and each of the Guarantors jointly and severally agree agrees to reimburse the Underwriters Initial Purchasers for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters Initial Purchasers in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. The Companies shall reimburse the Holders on demand for all costs and expenses, including, without limitation, legal expenses and reasonable attorneys’ fees (awhether for internal or outside counsel), incurred by the Holders in connection with the (i) Whether or not documentation and consummation of the transactions contemplated by this Agreement are consummated or this Agreement is terminatedhereunder and any other transactions between the Companies and Holders, the Operating Partnership 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 their respective obligations hereunderincluding, including without limitation, UCC and other public record searches and filings, overnight courier or other express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review (iincluding due diligence review) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connectioncosts; (ii) the costs incident collection, protection or enforcement of any rights in or 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 thereofCollateral; (iii) the costs collection of reproducing and distributing each of the Transaction Documentsany Obligations; (iv) administration and enforcement of any of the fees Holder’s rights under this Agreement or any other Transaction Document (including, without limitation, any costs and expenses of any third party provider engaged by the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountantsHolders for such purposes); (v) the fees and expenses incurred in connection costs associated with the registration any refinancing or qualification and determination of eligibility for investment restructuring of the Securities under Notes whether in the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution nature of a Blue Sky Memorandum (including the related fees “work-out,” in any insolvency or bankruptcy proceeding or otherwise and expenses of counsel for the Underwriters)whether or not consummated; (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all reasonable out-of-pocket costs and expenses of the Agent and the Holders and their assignees (including the fees and expenses of their counselincluding, without limitation, attorneys’ fees) reasonably incurred by the Underwriters in connection with the assignment, transfers or syndication of the Notes; and (vii) from and against all liability for any intangibles, documentary, stamp or other similar taxes, fees and excises, if any, including any interest and penalties, and any finder’s or brokerage fees, commissions and expenses (other than any fees, commissions or expenses of finders or brokers engaged by the Holders), that may be payable in connection with the Notes contemplated by this Agreement and the offering contemplated herebyother Transaction Documents. The Companies shall also pay all normal service charges with respect to all accounts maintained by each Company with the Holders and any additional services requested by a Company from the Holders. All such costs, expenses and charges shall constitute Obligations hereunder, shall be payable by the Companies to the Holders on demand, and, until paid, shall bear interest at the highest rate then applicable to Notes hereunder. Without limiting the foregoing, if (a) any Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or any Holder otherwise takes action to collect amounts due under such Note or to enforce the provisions of such Note or (b) there occurs any bankruptcy, reorganization, receivership of any of the Companies or other proceedings affecting creditors’ rights and involving a claim under such Note, then the Companies shall pay the costs incurred by such Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, reasonable attorneys’ fees and disbursements (and including and such fees and disbursements related to seeking relief from any stay, automatic or otherwise in effect under any Bankruptcy Law).

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree to The Company will pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, following: (i) the costs incident to costs, expenses, fees and taxes in connection with the authorizationregistration, issuanceissue, sale, preparation sale and delivery of the Securities, 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 any taxes payable all other expenses in that connection; (ii) the costs incident to connection with the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Statutory Prospectus and amendments and supplements thereto and any Issuer Free Writing ProspectusProspectus 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 Time of Sale Information and the Prospectus Blue Sky Memoranda, closing documents (including all exhibits, amendments and supplements theretoany compilations thereof) and any other documents in connection with the distribution thereofoffering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the costs of reproducing and distributing each qualification of the Transaction DocumentsSecurities for offering and sale under state securities laws as provided in Section 5(d) 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 fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountantsSecurities; (v) the filing fees incident to, and the reasonable 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 disbursements of counsel for the Underwriters)Underwriters in connection with, any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Securities; (vi) any fees charged by rating agencies for rating the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related of its respective agents, and the fees and expenses disbursements of any counsel to such parties)for the Trustee; and (viii) all other costs and expenses incident to the performance of its obligations hereunder and application fees incurred under the Indenture which are not otherwise specifically provided for in connection with any filing withthis Section. It is understood, and clearance of the offering byhowever, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by provided in this Section, and Sections 7, 9 8 and 11 10 hereof, the Underwriters shall will pay all of their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 , transfer taxes on resale of any of the 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 In addition to the transactions payment of the expenses contemplated by this Agreement are consummated or this Agreement is terminatedthe last sentence of Section 3(c), the Operating Partnership and each of the Guarantors jointly and severally agree to Company will pay or cause to be paid all costs and expenses incident incidental to the performance of their respective its obligations hereunderunder this Agreement, the Indenture and the Notes, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)its professional advisers; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their the Company's accountants and professional advisors; (iii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Notes; (iv) all expenses in connection with the preparation, printing and delivery of the Registration Statement, this Agreement, the Indenture, the Prospectus and amendments and supplements thereto and any other document relating to the issuance, offer, sale and delivery of the Notes; (v) any expenses (including fees and disbursements of counsel) reasonably incurred by in connection with qualification of the Notes for sale under the laws of such United States jurisdictions as the Representatives designate and the printing of memoranda relating thereto; (vi) the filing fees incident to, and the fees and expenses of counsel for the Underwriters in connection with this Agreement with, if any, the review and approval by the National Association of Securities Dealers, Inc. (the "NASD") of the Underwriters' participation in the offering and distribution of the Notes; (vii) any fees charged by investment rating agencies for the rating of the Notes; and (viii) expenses incurred in distributing any preliminary prospectus, the Prospectus and any amendments and supplements thereto to the Underwriters. The Company will also pay or reimburse the Underwriters (to the extent incurred by them) for all reasonable travel expenses of the Underwriters and the offering contemplated herebyCompany's officers and employees and any other expenses of the Underwriters and the Company in connection with attending or hosting meetings with prospective purchasers of the Notes from the Underwriters.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership Issuer 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 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, Statement of the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information Information, and the Prospectus (including all exhibitsany exhibit, amendments and supplements 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 Issuer’s and the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters in an amount not to exceed $5,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent the Agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, FINRA and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership Issuer in connection with any “road show” presentation to potential investors; provided thatprovided, except as contemplated by Sections 7, 9 and 11 hereof, that the Underwriters shall Issuer will pay their own costs and expenses, including for only 50% of the costs and expenses expense of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showchartered aircraft jointly used. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 98, (ii) the Operating Partnership Issuer for any reason fails to tender the Securities for delivery to the Underwriters Underwriters, or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementAgreement other than pursuant to clauses (i), (iii) or (iv) of Section 8 or Section 9, the Operating Partnership Issuer and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all documented out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedThe Company will pay and bear all costs, the Operating Partnership and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs fees, taxes and expenses incident to the performance of their respective obligations hereunder, including without limitation, and in connection with: (i) the costs incident to the authorization, issuance, saleoffer, preparation sale and delivery of the Securities Securities, including all expenses and any taxes payable fees incident to the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement (including all exhibits thereto), each Preliminary Prospectus, the Prospectus, and amendments and post-effective amendments thereof and supplements thereto, and this Agreement and related documents, Preliminary and Final Blue Sky Memoranda, including the cost of preparing and copying all copies thereof in that connectionquantities deemed necessary by the Underwriters; (ii) the costs incident to of preparing transaction closing binders and lucite cube mementos in such quantity as the preparationRepresentative specifies, 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 preparing and printing all exhibits"Tombstone" and other appropriate advertisements in THE WALL STREET JOURNAL, amendments THE NEW YORK TIMES and supplements thereto) and other publications selected by the distribution thereofRepresentative; (iii) the costs of reproducing printing, engraving, issuance and distributing each delivery of the Transaction DocumentsUnit Certificates, Common Stock, Warrants, and any of the Additional Securities, including any transfer or other taxes payable thereon in connection with the original issuance thereof; (iv) the fees and expenses qualification of the Guarantors’ Units, Common Stock and Warrants under the state or foreign securities or "Blue Sky" laws selected by the Representative and the Operating Partnership’s counselCompany, local and all legal fees of counsel for the Representative in connection therewith (in the amount of $20,000) plus all disbursements and independent accountantsfiling fees incurred by such counsel for such states; (v) the fees and expenses disbursements of counsel and accountants for the Company, including those incurred in connection with the registration or qualification and determination of eligibility for investment of actions specified in the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum foregoing clause (including the related fees and expenses of counsel for the Underwritersi); (vi) any fees charged by rating agencies for rating other expenses and disbursements reasonably incurred on behalf of the SecuritiesCompany; (vii) the filing fees payable to the Commission and expenses the National Association of the Trustee and any paying agent Securities Dealers, Inc. (including related fees and expenses of any counsel to such parties"NASD"); and (viii) all expenses and any application fees incurred in connection with any filing with, and clearance for listing of the offering byUnits, the Financial Industry Regulatory AuthorityCommon Stock and Warrants on a securities exchange, and the approval of the Securities or application for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showquotation thereof on NASDAQ. (b) If In addition to the expenses to be paid and borne by the Company referred to in Paragraph 8(a) above, the Company shall reimburse you at closing for expenses incurred by you in connection with the Offering (ifor which you need not make any accounting), in the amount of three percent (3%) this Agreement of the price to the public of the Securities and Additional Securities sold in the Offering. This 3% non-accountable expense allowance shall cover the fees of your legal counsel, but shall not include any expenses for which the Company is terminated pursuant responsible under Paragraph 8(a) above, including the reasonable fees and disbursements of your legal counsel with respect to Section 9Blue Sky matters. (c) In the event that the Company does not or cannot, (ii) the Operating Partnership for any reason fails to tender whatsoever other than a default by the Securities for delivery Representative, proceed with the Offering, or if any of the representations, warranties or covenants contained in this Agreement are not materially correct or cannot be complied with by the Company, or business prospects or obligations of the Company are adversely affected and the Company does not commence or continue with the Offering at any time or terminates the proposed transaction prior to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this AgreementClosing Date, the Operating Partnership and each of the Guarantors jointly and severally agree to Company shall reimburse the Underwriters Representative on an accountable basis for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably actually incurred by the Underwriters in connection with the Underwriting, this Agreement and all of the offering transactions hereby contemplated hereby(including, without limitation, your legal fees and expenses) and the Representative shall not be responsible for any expense of the Company or others or for any change or claim related to the Offering contemplated by hereunder in the event that the Offering is not consummated.

Payment of Expenses. The Company will pay (adirectly or by ------------------- reimbursement) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminatedall costs, the Operating Partnership fees and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incurred in connection with expenses incident to the performance of their respective its obligations hereunderunder this Agreement and in connection with the transactions contemplated hereby, including without limitation, but not limited to (i) the costs all expenses and taxes incident to the authorization, issuance, sale, preparation issuance and delivery of the Securities and any taxes payable in that connectionStock to the Representatives; (ii) the costs all expenses incident to the preparation, printing and filing registration of the Stock 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 thereofAct; (iii) the costs of reproducing preparing stock certificates (including printing and distributing each of the Transaction Documentsengraving costs); (iv) the all fees and expenses of the Guarantors’ registrar and transfer agent of the Stock; (v) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Stock to the Underwriters; (vi) fees and expenses of the Company's counsel and the Operating Partnership’s counsel, local counsel and Company's independent accountants; (vvii) the fees all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement, each Pre-effective Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein, the "Agreement Among Underwriters" between the Representatives and the Underwriters, the Selling Agreement, the Underwriters' Questionnaire and the Blue Sky memoranda, if any, and this Agreement; (viii) all filing fees, attorneys' fees and expenses incurred by the Company or the Underwriters in connection with exemptions from the qualifying or registering (or obtaining qualification or registration of) all or qualification any part of the Stock for offer and sale and determination of its eligibility for investment of the Securities under the Blue Sky or other securities laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related all fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (expenses, including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees attorneys' fees, paid or incurred in connection with any filing withfilings made with the NASD, and clearance up to $25,000 in respect of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer matters contemplated by DTCthis clause (viii); and (ix) all fees and expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 qualifying the Stock for inclusion on the Nasdaq National Market and 11 hereof, the Underwriters shall pay their own costs and expenses, including the (x) all other costs and expenses incident to the performance of its counselobligations hereunder which are not otherwise specifically provided for in this Section 5, travel, lodging including any and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including associated with the fees and expenses of their counsel) reasonably incurred Founding Company Reorganization, except for those costs which shall be borne by the Underwriters in connection with this Agreement and the offering contemplated herebyFounding Companies.

Payment of Expenses. (a) Whether or The Representative shall be entitled to payment from the Company of a non-accountable expense allowance equal to one half of one percent (0.50%) of the aggregate initial public offering price of the Firm Shares and Firm Warrants (but not the transactions contemplated Option Shares and Option Warra nts) purchased by the Underwriters, of which $50,000 has been previously paid. The Representative shall be entitled to withhold this Agreement are consummated or allowance on the Closing Date related to the purchase of the Firm Shares and firm Warrants. (b) In addition to the payment described in Paragraph (a) of this Agreement is terminatedSection 4, the Operating Partnership and each of the Guarantors jointly and severally agree Company agrees to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereundercosts, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Securities 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, if any); (including the related ii) all fees and expenses of counsel for the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters; (iv) all fees and expenses of the Company’s counsel, independent registered public accounting firm 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), each Issuer Free Writing Prospectus, each Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, attorneys’ fees (including Blue Sky Counsel fees) and expenses incurred in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any fees charged part of the Securities for offer and sale under the state securities or blue sky laws, and, if requested by rating agencies for rating the SecuritiesRepresentative, preparing and printing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions; (vii) the filing fees incident to FINRA’s review and expenses approval of the Trustee Underwriters’ participation in the offering and any paying agent (including related fees and expenses distribution of any counsel to such parties)the Securities; (viii) all the fees and expenses and application fees incurred in connection associated with any filing with, and clearance of having the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCCommon Stock listed; and (ix) all other fees, costs and expenses incurred by referred to in Item 13 of Part II of the Operating Partnership Registration Statement; (x) all fees, expenses and disbursements relating to background checks of the Company’s officers and directors in connection an amount not to exceed $3,500 in the aggregate; (xi) the costs associated with any post-Closing advertising the Offering in the national editions of the Wall Street Journal and New York Times; (xii) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such quantities as Rxxxxx may reasonably request; (xiii) the $16,000 cost associated with Rxxxxx’x use of i-Deal’s book-building, prospectus tracking and compliance software for the Offering; and (xiv) up to $10,000 of Rxxxxx’x actual accountable “road show” presentation to potential investors; expenses. Provided, however, the Company’s responsibility for the fees and expenses set forth in Section 4(a) and in Section 4(b)(x), (xi), (xii), (xiii) and (xiv) shall in no event exceed the sum of $100,000 in the aggregate. Except as provided thatin this Section 4, except as contemplated by Sections 7Section 6, Section 8 and Section 9 and 11 hereof, the Underwriters each Underwriter shall pay their its own costs and expenses, including the costs fees and expenses disbursements of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Operating Partnership and each of the Guarantors jointly and severally agree to Company will pay or cause to be paid all costs and expenses incident to the performance of their respective its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities or the issuance or delivery of the Common Stock issuable upon conversion thereof 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 Pricing Disclosure Package, the Prospectus (including all exhibits, amendments and supplements thereto) and the Indenture and the distribution thereof; (iii) the costs of reproducing fees and distributing each expenses of the Transaction DocumentsCompany’s counsel and independent accountants; (iv) the fees and expenses of the Guarantors’ Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Operating Partnership’s counsel, local counsel and independent accountantsSecurities; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies the cost of preparing Securities certificates and the certificates for rating the SecuritiesCommon Stock issuable upon conversion thereof; (vii) the fees costs and expenses charges of the Trustee any transfer agent and any paying agent (including related fees and expenses of any counsel to such parties)registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership Company in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 (x) any fees payable in connection with the rating of the Securities and 11 hereof, (xi) all expenses and application fees related to the Underwriters shall pay their own costs listing of the Securities and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in Common Stock on the road showExchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership 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 Operating Partnership and each of the Guarantors jointly and severally agree 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 The Company will pay (directly or not by reimbursement) all costs, fees and expenses incurred in connection with expenses incident to the performance of the obligations of the Company under this Agreement and in connection with the transactions contemplated by this Agreement are consummated or this Agreement is terminatedhereby, including but not limited to (i) all expenses and taxes incident to the issuance and delivery of the Stock to the Representatives; (ii) all expenses incident to the registration of the Stock under the Securities Act; (iii) the costs of preparing stock certificates (including printing and engraving costs); (iv) all fees and expenses of the registrar and transfer agent of the Stock; (v) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Stock to the Underwriters; (vi) fees and expenses of the Company's counsel and the Company's independent accountants; (vii) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement, each Preeffective Prospectus and the Prospectus (including all exhibits and financial statements) and all amendments and supplements provided for herein, the Operating Partnership Selling Stockholders' Powers of Attorney, the Custody Agreement, the Blue Sky memoranda (including related fees and each expenses of counsel to the Underwriters) and this Agreement; (viii) all costs and expenses (other than legal costs and expenses) incurred in connection with the printing, filing, shipping and distribution of the Guarantors jointly "Agreement Among Underwriters" between the Representatives and severally agree to pay the Underwriters, the Master Selected Dealers' Agreement, the Underwriters' Questionnaire; (ix) all filing fees, attorneys' fees and expenses incurred by the Company or cause to be the Underwriters in connection with exemptions from the qualifying or registering (or obtaining qualification or registration of) all or any part of the Stock for offer and sale and determination of its eligibility for investment under the Blue Sky or other securities laws of such jurisdictions as the Representatives may designate; (x) all fees and expenses paid or incurred in connection with filings made with the NASD; and (xi) all other costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, hereunder which are not otherwise specifically provided for in this Section. (ib) the costs Each Selling Stockholder will pay (directly or by reimbursement) all fees and expenses 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws performance of such jurisdictions as the Representatives may designate and the preparationSelling Stockholder's obligations under this Agreement which are not otherwise specifically provided for herein, printing and distribution of a Blue Sky Memorandum (including the related but not limited to any fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the such Selling Stockholder, such Selling Stockholder's pro rata share of fees and expenses of the Trustee Attorneys-in-fact and any paying agent (including related fees the Custodian and expenses of any counsel to such parties); (viii) all expenses and application fees taxes incident to the sale and delivery of the Stock to be sold by such Selling Stockholder to the Underwriters hereunder. (c) In addition to their other obligations under Section 6(a) hereof, the Company and each Selling Stockholder jointly and severally agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon (i) any statement or omission or any alleged statement or omission, (ii) any act or failure to act or any alleged act or failure to act or (iii) any breach or inaccuracy in their representations and warranties, they will reimburse each Underwriter on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any filing withsuch claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and clearance enforceability of the offering by, the Financial Industry Regulatory Authority, Company's and each Selling Stockholder's obligation to reimburse each Underwriter for such expenses and the approval possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Underwriter shall promptly return it to the Company and each Selling Stockholder, as the case may be, together with interest, compounded daily, determined on the basis of the Securities prime rate (or other commercial lending rate for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each borrowers of the Guarantors jointly and severally agree highest credit standing) announced from time to reimburse timed by Citibank, N.A., New York, New York (the Underwriters "Prime Rate"). Any such interim reimbursement payments which are not made to an Underwriter in a timely manner as provided below shall bear interest at the Prime Rate from the due date 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.such

Payment of Expenses. (a) Whether Each of the Issuers and the Guarantors agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership 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 their respective obligations hereundercosts, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification performance of its obligations hereunder and determination of eligibility for investment in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident to the issuance and delivery of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, (including all printing and distribution engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the original issuance and sale of a Blue Sky Memorandum the Securities to the Initial Purchasers, (including the related iii) all fees and expenses of counsel the Issuers’ and the Guarantors’ 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 Pricing Disclosure Package and the Final Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, this Agreement, the Registration Rights Agreement, the Indenture, the DTC Agreement and the Securities, (v) all filing fees, attorneys’ fees and expenses incurred by the Issuers, the Guarantors or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the Underwriters); securities laws of the several states of the United States or other jurisdictions reasonably designated by the Initial Purchasers (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 Final Offering Memorandum, (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (vii) any paying agent fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies, (viii) all fees and expenses (including related reasonable fees and expenses of any counsel to such parties); (viiicounsel) all expenses of the Issuers and application fees incurred the Guarantors in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities by the Depositary for “book-entry transfer entry” transfer, and the performance by DTC; the Issuers and the Guarantors of their respective other obligations under this Agreement and (ix) all expenses incurred by of the Operating Partnership in connection with any Company incident to the “road show” presentation to potential investors; for the offering of the Securities. Except as provided thatin this Section 4 and Sections 6, except as contemplated by Sections 7, 8 and 9 and 11 hereof, the Underwriters Initial Purchasers shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree 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 Operating Partnership Companies and each of the Guarantors Guarantor, jointly and severally severally, agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, 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 GuarantorsCompanies’ and the Operating PartnershipGuarantor’s counsel, local counsel and the Companies’ and the Guarantor’s independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum “blue sky” memorandum (including the related reasonable fees and expenses of counsel for the Underwriters); (viv) any fees charged by rating agencies for rating the Securities; (viivi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiivii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities Notes for book-entry transfer by DTC; (vii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Supplemental Indenture and the Securities, (ix) [reserved] and (ixx) all expenses incurred by the Operating Partnership Companies and the Guarantor in connection with any “road show” presentation to potential investors; investors provided thatthat private aircraft travel expenses incurred in connection with such “road show” and other meetings shall be allocated 50% to the Companies and the Guarantor, except on one hand, and 50% to the Underwriters on the other hand, and the Companies and the Guarantor on one hand, and the Underwriters in the aggregate (but severally as contemplated by Sections 7to their portion) on the other hand, 9 shall each pay their own expenses for all other travel expenses. Except as provided in Section 7 and 11 hereofin this Section 11, the Underwriters shall pay their own costs and expenses, including the costs fees and expenses disbursements of its their counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership Companies for any reason fails fail to tender the Securities for delivery to the Underwriters (other than solely by reason of a default by the Underwriters of their obligations hereunder after all conditions hereunder have been satisfied in accordance herewith) or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership Companies and each of the Guarantors Guarantor jointly and severally agree to reimburse the Underwriters (other than a defaulting underwriter) 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 terminatedconsummated, the Operating Partnership will pay all costs, expenses, fees and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident disbursements incidental to the performance of their respective its obligations hereunderunder 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 costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Guarantors’ Trustee, the Collateral Agent and any paying agent, including related fees and expenses of their respective professional advisers; (ii) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Indenture, the preliminary prospectus supplement, any other documents comprising any part of the General Disclosure Package, the Final Prospectus, all amendments and supplements thereto, and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) the cost of any advertising approved by the Partnership in connection with the issue of the Offered Securities; (iv) any expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions in the United States as the Underwriters designate and the Operating Partnership’s counsel, local counsel preparation and independent accountantsprinting of memoranda relating thereto; (v) any fees charged by investment rating agencies for the rating of the Offered Securities; (vi) expenses incurred in reproducing and distributing the preliminary prospectus supplement, any other documents comprising any part of the General Disclosure Package, the Final Prospectus (including any amendments and supplements thereto), any other document relating to the issuance, offer, sale and delivery of the Offered Securities and the Transaction Documents; (vii) the fees and expenses incurred with respect to creating, documenting and perfecting the security interests in connection with the registration or qualification and determination of eligibility for investment of Collateral as contemplated by the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Collateral Documents (including the related fees and expenses of counsel to the Underwriters for all periods prior to and after the UnderwritersClosing Date); and (viviii) any fees charged by rating agencies for rating the Securities; (vii) the all fees and expenses of the Trustee and any paying agent (including related fees and expenses of any Underwriters’ counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, the proposed purchase and clearance sale of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showOffered Securities. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Operating Partnership Issuers and each of the Guarantors MPT jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, 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 GuarantorsIssuers’ and the Operating PartnershipMPT’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $5,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (including all related fees and expenses of counsel for the Financial Industry Regulatory Authority, Underwriters); (ix) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; and (ixx) all expenses incurred by the Operating Partnership Issuers in connection with any “road show” presentation to potential investors; , provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own will be responsible for one-half of the direct hourly operating costs of aircraft or other transportation chartered in connection with the road show and expenses, including the costs and all other expenses of its counsel, travel, lodging and other expenses employees of the Underwriters incurred by any Underwriters’ personnel involved in connection with the road show, including, without limitation, lodging, airfare and meal expenses. For the avoidance of doubt, the expenses and fees of experts, consultants and other advisors engaged by the Underwriters in connection with the transactions contemplated by this Agreement shall be the responsibility of the Underwriters. (b) If (i) this Agreement is terminated pursuant to Section 99(ii), (ii) the Operating Partnership Issuers 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 Operating Partnership and each of the Guarantors Issuers and MPT 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 Company will pay all expenses at cost, other than the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership fees and each expenses of the Guarantors jointly and severally agree counsel to pay or cause to be paid all costs and expenses the Agent, without further markup incident to the performance of their respective its obligations hereunderunder this Agreement, including without limitation, (i) the costs incident preparation and filing of the Registration Statement, including any fees required by the Commission, and the printing or electronic delivery of the Prospectus as originally filed and of each amendment and supplement thereto, in such number as the Agent shall reasonably deem necessary, (ii) the printing and delivery to the authorizationAgent of this Agreement and such other documents as may be required in connection with the offering, issuancepurchase, sale, preparation issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the Securities certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable in that connection; upon the sale, issuance or delivery of the Placement Shares to the Agent, (iiiv) the costs incident fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented out-of-pocket fees and expenses of the Agent (other than the fees and expenses of the counsel to the Agent), (vi) the qualification or exemption of the Placement Shares under state securities laws in accordance with the provisions of Section 7(r) hereof, including filing fees, but excluding fees of the Agent’s counsel, (vii) the printing and delivery to the Agent of copies of any Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto in such number as the Agent shall deem necessary, (viii) the preparation, printing and filing under delivery to the Securities Act Agent of copies of the Registration Statementblue sky survey, 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; (ivix) the fees and expenses of the Guarantors’ transfer agent and registrar for the Operating PartnershipCommon Stock, (x) the filing and other fees incident to any review by FINRA of the terms of the sale of the Placement Shares, other than the fees and disbursements of the Agent’s counsel, local counsel and independent accountants; (vxi) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under Placement Shares on 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); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showExchange. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 terminatedThe Company, the Operating Partnership and each as depositor of the Guarantors jointly and severally agree Trust, agrees to pay or cause to be paid all costs and expenses incident to the performance of their respective the obligations hereunderof the Company and the Trust under this Purchase Agreement, whether or not the transactions contemplated herein are consummated or this Purchase Agreement is terminated, including without limitation, all costs and expenses incident to (i) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Preferred Securities and any taxes payable in that connectionconnection therewith; (ii) the costs incident to fees and expenses of qualifying the preparation, printing and filing Preferred Securities under the Securities Act securities laws 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 thereofseveral jurisdictions as provided in Section 6(b); (iii) the costs of reproducing fees and distributing each expenses of the Transaction Documentscounsel, the accountants and any other experts or advisors retained by the Company or the Trust; (iv) the fees and all reasonable expenses of the Guarantors’ Property Trustee, the Delaware Trustee, the Indenture Trustee and any other trustee or paying agent appointed under the Operating Partnership’s Operative Documents, including the fees and disbursements of counsel for such trustees, which fees shall not exceed $2,500 for an acceptance fee payable to the Delaware Trustee, $4,000 in administrative fees annually payable to the Delaware Trustee, $4,000 for the legal fees of Potter Anderson & Corroon, LLP, special Delaware counsel retained by the Delxxxxx Xxustxx, xxx all miscellaneous out-of-pocket expenses of such special Delaware counsel, local counsel including fees related to filing for the creation of the Trust; and independent accountants; (vvi) the fees and expenses incurred in connection with by Bear, Stearns & Co. Inc., which fees shall not exceed $12,500 for due diligxxxx xxes, $2,500 for PORTAL application and settlement fees; $30,000 for 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 legal fees and expenses of DLA Piper Rudnick Gray Cary US LLP, special counsel for retained by the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing withPurchxxxx, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all xxx $0,000 xx xxxated expenses incurred by Bear, Stearns & Co. Inc. If the Operating Partnership sale of the Preferred Securitixx xxxxided for in connection with this Purchase Agreement is not consummated because any “road show” presentation condition set forth in Section 3 hereof to potential investors; provided thatbe satisfied by either the Company or the Trust is not satisfied, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) because this Purchase Agreement is terminated pursuant to any portion of Section 9, 9 other than clauses (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iiiiv) or because of any failure, refusal or inability on the Underwriters decline part of the Company or the Trust to purchase perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder other than by reason of a default by the Securities for any reason permitted under this AgreementPurchaser, the Operating Partnership and each of the Guarantors jointly and severally agree to Company will reimburse the Underwriters Purchaser upon demand for all reasonable out-of-pocket costs and expenses (including the fees and expenses of their counseleach of the Purchaser's counsel specified in subparagraphs (v) reasonably and (vi) of the immediately preceding paragraph) that shall have been incurred by the Underwriters Purchaser in connection with the proposed purchase and sale of the Preferred Securities. The Company shall not in any event be liable to the Purchaser for the loss of anticipated profits from the transactions contemplated by this Agreement and the offering contemplated herebyPurchase Agreement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree to The Company will pay or cause to be paid all costs and expenses incident to the performance of their respective its obligations hereunderunder this Agreement, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, 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 and supplement thereto, amendments (ii) the word processing, printing and supplements thereto) delivery to the Placement Agent of this Agreement and such other documents as may be required in connection with the distribution thereof; offering, purchase, sale, issuance or delivery of the Placement Securities, (iii) the costs of reproducing preparation, issuance and distributing each delivery of the Transaction Documents; certificates for the Placement Securities to the Placement Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Securities to the Placement Agent, (iii) the fees and disbursements of the counsel, accountants and other advisors to the Company, (iv) the qualification or exemption of the Placement Securities under securities laws in accordance with the provisions of Section 7(e) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Placement Agent in connection therewith, (v) the printing and delivery to the Placement Agent of copies of any permitted Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Placement Agent to investors, (vi) the fees and expenses of the Guarantors’ transfer agent and registrar for the Securities, (vii) the filing fees incident to, and the Operating Partnership’s counselreasonable fees and disbursements of counsel to the Placement Agent in connection with, local counsel the review by FINRA of the terms of the sale of the Securities, and independent accountants; (vviii) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Placement Securities under on the laws of such jurisdictions as NYSE. In addition the Representatives may designate and Company shall reimburse the preparation, printing and distribution of a Blue Sky Memorandum (including the related Placement Agent for legal fees and expenses of incurred by counsel for the Underwriters); Placement Agent, which, including fees set forth in Subsections (viiv) any fees charged by rating agencies for rating the Securities; and (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing withherewith, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road shownot exceed $40,000. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 any sale of the transactions contemplated by this Agreement are consummated or this Agreement Securities is terminatedconsummated, the Operating Partnership Company will pay and each of the Guarantors jointly and severally agree to pay or cause to be paid bear all costs and expenses incident to the performance of their respective its obligations hereunderunder this Agreement, 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) as originally filed and of each amendment thereto, (b) the Preliminary Prospectuspreparation, reproduction and distribution of the Securities and this Agreement, (c) the delivery of the certificates for the Securities to the Underwriters, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the qualification of the Securities under the applicable securities laws in accordance with Section 3(f) and any filing for review of the offering with NASD, including filing fees and fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any “blue sky” or legal investment memoranda, (f) the delivery to the Underwriters of copies of the Registration Statement as originally filed and the printing and delivery of each amendment thereto, of each preliminary prospectus and of the Prospectus and any amendments or supplements thereto, (g) the preparation, printing and distribution of any Issuer Free Writing ProspectusProspectus to investors or prospective investors, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiih) the costs preparation, printing and delivery to the Underwriters of reproducing and distributing each copies of the Transaction Documents; Blue Sky Survey and any supplement thereto, (ivi) the fees and expenses of any transfer agent or registrar for the Guarantors’ and the Operating Partnership’s counselSecurities, local counsel and independent accountants; (vj) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under on Nasdaq and (k) one-half of the laws plane or private jet expenses of such jurisdictions as the Representatives may designate Underwriters and the preparationCompany’s officers and employees in connection with attending or hosting meetings with prospective purchasers of the offered Securities. If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 6, printing and distribution the Company shall reimburse the Underwriters for all of a Blue Sky Memorandum (their out-of-pocket expenses, including the related fees and expenses disbursements of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 If the transactions contemplated by this Agreement are consummated or this Agreement Offering is terminatedconsummated, the Operating Partnership Agents shall bear all of their out-of-pocket expenses incurred in connection with the Offering, including fees and each disbursements of their legal counsel. If the Offering is not consummated, the Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to reimburse the Agents for their reasonable out-of-pocket expenses incurred in connection with the performance of their obligations under this Agreement, including, without limitation, legal fees and expenses, data processing fees and expenses, postage, document production, advertising, syndication and travel expenses; provided, however, that Sandler O’Xxxxx shall document such expenses to the reasonable satisfaction of the Guarantors Company. All fees and expenses to which the Agents are entitled to reimbursement under this paragraph of this Section 4 shall be due and payable in cash upon termination of Sandler O’Xxxxx’x engagement or termination of the Offering, as the case may be. The Company, the Mid-Tier Company, the MHC and the Bank jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunderunder this Agreement, including without limitation, (i) the costs incident to the authorizationcost of obtaining all securities and bank regulatory approvals, issuanceincluding any required FINRA filing fees, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, cost of printing and filing under distributing the Securities Act of the Registration StatementOffering materials, 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; Blue Sky qualification (iv) the including fees and expenses of Blue Sky counsel) of the Guarantors’ and Securities in the Operating Partnership’s counselvarious states, local counsel and independent accountants; (viv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparationExchange Shares on the Nasdaq Global Select Market, printing (v) all fees and distribution disbursements of a Blue Sky Memorandum the Company’s counsel, accountants and other advisors, and (including vi) the related establishment and operational expenses for the Conversion Center (e.g. postage, telephones, supplies, etc.). In the event the Agents incur any such fees and expenses on behalf of counsel the Company, the Mid-Tier Company, the MHC or the Bank, the Bank will reimburse the Agents for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the such fees and expenses of whether or not the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showConversion is consummated. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Operating Partnership Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, preparation and printing and filing under the Securities Act of the Registration StatementPreliminary Offering Memorandum, 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 fees and expenses of the Company’s and the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersInitial Purchasers); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership Company in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereofthat notwithstanding clause (ix) above, the Underwriters Initial Purchasers shall pay their own costs and expenses, including one-half of the costs and expenses associated with any chartered aircraft jointly used for the purposes of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the such “road show” presentations. (b) If (i) this Agreement is terminated pursuant to Section 98(ii), (ii) the Operating Partnership 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 Operating Partnership Company and each of the Guarantors jointly and severally agree 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. The Borrower agrees (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership 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 their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters Administrative Agent for all its out-of-pocket costs and expenses incurred connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to the Administrative Agent (including (i) Vedder, Price, Xxxxxxx & Kammholz, P.C., special New York counsel, (ii) McAfee & Xxxx, special FAA counsel and (iii) Loyens & Loeff N.V., special Dutch counsel, the costs of each appraisal to determine the Appraisal Value and filing, registration and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses (other than Taxes, which are solely governed by Sections 2.13 and 2.14 of this Agreement, Section 15 of the Guarantee and Collateral Agreement, and Section 5.01 of the Aircraft Asset Security Agreement) incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of their in-house counsel) reasonably incurred to each Lender and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and the Administrative Agent and their respective officers, directors, employees, affiliates, agents and controlling persons (each, an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (which are solely governed by Sections 2.13 and 2.14 of this Agreement, Section 15 of the Underwriters Guarantee and Collateral Agreement, and Section 5.01 of the Aircraft Asset Security Agreement) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Borrower or any of its Subsidiaries or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against Borrower or any of its Subsidiaries under any Loan Document (all the foregoing in this Agreement clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the offering contemplated herebygross negligence or willful misconduct of such Indemnitee. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to Xxxxxxxx Xxxxxxx (Telephone No. 000-000-0000, x301) (Telecopy No. 305-590-2695), at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses. (a) Whether or not The Company agrees to pay all actual costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated by this Agreement are consummated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs, if any, relating thereto); (ii) all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or this Agreement is terminatedcertified 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 Operating Partnership Base Prospectus and each Prospectus Supplement, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Guarantors jointly Securities for offer and severally agree sale under the state securities or blue sky laws or the securities laws of any other country; (vii) if applicable, the filing fees incident to pay or cause to be paid the review and approval by the FINRA of the Placement Agent's participation in the offering and distribution of the Shares; (viii) the fees and expenses associated with including the Shares and Warrant Shares on the Trading Market; (ix) all costs and expenses incident to the performance travel and accommodation of their respective obligations hereunderthe Company’s and the Placement Agent's employees on the “roadshow,” if any; and (x) all other fees, including without limitation, (i) costs and expenses of the costs incident Company related 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 Offering. The fees and expenses of the Guarantors’ and the Operating PartnershipPlacement Agent’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Placement Agent in connection with this Agreement the Offering shall be reimbursed by the Company only to the extent and up to the offering contemplated herebyexpense reimbursement cap set forth in Section 1(a)(iii) hereof, provided that such cap in no way impairs the indemnification and contribution provisions of the Agreement.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership Issuers and each of the Guarantors MPT jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, 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 GuarantorsIssuers’ and the Operating PartnershipMPT’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the state or foreign securities or blue sky laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the UnderwritersUnderwriters not to exceed $5,000); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, FINRA; (ix) all expenses and application fees incurred in connection with the approval of the Securities for book-entry transfer by DTCClearstream and Euroclear; (x) all expenses, costs and listing fees incurred in connection with the application for listing and admittance of the Securities to the Official List of the Irish Stock Exchange and trading of the Securities on its Global Exchange Market and (ixxi) all expenses incurred by the Operating Partnership Issuers in connection with any “road show” presentation to potential investors; , provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own will be responsible for one-half of the direct hourly operating costs of aircraft or other transportation chartered in connection with the road show and expenses, including the costs and all other expenses of its counsel, travel, lodging and other expenses employees of the Underwriters incurred by any Underwriters’ personnel involved in connection with the road show, including, without limitation, lodging, airfare and meal expenses. For the avoidance of doubt, the expenses and fees of experts, consultants and other advisors engaged by the Underwriters in connection with the transactions contemplated by this Agreement shall be the responsibility of the Underwriters. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule 1 bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the “Pro Rata Expenses”). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date. (b) If (i) this Agreement is terminated pursuant to Section 99(ii), (ii) the Operating Partnership Issuers 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 Operating Partnership and each of the Guarantors Issuers and MPT 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 Except as provided in the transactions contemplated by this Agreement are consummated or this Agreement is terminatedapplicable Written Terms Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to Company will pay or cause to be paid all costs and expenses incident to the performance of their respective its obligations hereunderunder this Agreement, including without limitationincluding: (a) The preparation, (i) the costs incident printing, delivery 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 Selling Agents and filing under the Securities Act of the Registration Statement, each product supplement, the Preliminary Prospectus, Base Prospectus and the Prospectus and any amendments or supplements thereto and any Issuer Free Writing Prospectus; (b) The preparation, any Time filing and reproduction of Sale Information this Agreement; (c) The preparation, printing, issuance and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each delivery of the Transaction Documents; (iv) Notes to the Selling Agents, including capital duties, stamp duties and transfer taxes, if any, payable upon issuance of any of the Notes, the sale of the Notes to the Selling Agents and the fees and expenses of any transfer agent or trustee for the Guarantors’ Notes; (d) The fees and expenses of counsel to any such transfer agent or trustee; (e) The fees and disbursements of the Company’s accountants and counsel, of the Trustees and their counsel, and of any registrar, transfer agent, paying agent or calculation agent; (f) The reasonable fees and disbursements of counsel to the Selling Agents incurred from time to time in connection with the transactions contemplated hereby; (g) The qualification of the Notes under state securities or insurance laws in accordance with the provisions of Section 3(m) hereof, including filing fees and the Operating Partnership’s counselreasonable fees and disbursements of counsel for the Selling Agents in connection therewith and in connection with the preparation, local counsel printing, reproduction and independent accountants; delivery to the Selling Agents of any survey of the U.S. state securities laws governing the offering of the Notes; (vh) The preparation, printing, reproduction and delivery to the Selling Agents of copies of the Indentures and all supplements and amendments thereto; (i) Any fees charged by rating agencies for the rating of the Notes; (j) With prior Company approval, the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment listing of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum Notes on any securities exchange; (including the related k) The fees and expenses of counsel for the Underwriters); expenses, if any, incurred with respect to any filing with FINRA; (vil) any fees charged by rating agencies for rating the Securities; (vii) the fees Any advertising and other out-of-pocket expenses of the Trustee and Selling Agents incurred with the approval of the Company; (m) The cost of providing any paying agent CUSIP or other securities identification numbers for the Notes; and (including related n) The fees and expenses of any counsel to such parties); (viii) all expenses depository and application fees incurred any nominees thereof in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showNotes. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 Operating Partnership Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information 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’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives Representative may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and Trustee, any paying agent and any Collateral Trustee (including related fees and expenses of any counsel to such parties); (viii) all fees and expenses incurred in connection with the creation, documentation and perfection of second-priority-liens and security interests in the Collateral (including reasonable fees and expenses of counsel to the Underwriters related to the creation and perfection of second-priority-liens and security interests in the Collateral); (ix) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTCInc.; and (ixx) all expenses incurred by the Operating Partnership Company in connection with any “road show” presentation to potential investors; . Except as provided that, except as contemplated by in Sections 7, 9 10 and 11 hereofthis Section 11, the Underwriters shall will pay all of their own costs and expenses, including the costs and expenses fees of its their counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership 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 Operating Partnership Company and each of the Guarantors jointly and severally agree 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 The Company agrees to pay, or reimburse if paid by the Underwriters, whether or not the transactions contemplated by this Agreement hereby are consummated or this Agreement is terminated, the Operating Partnership 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 their respective obligations hereunder, including without limitation, : (ia) the costs incident to the authorization, issuance, sale, preparation sale and delivery of the Securities Shares to the Underwriters and any taxes payable in that connection; (iib) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printing and filing under the Securities Act distribution of the Registration Statement, the Preliminary Base Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus, any Time of Sale Information amendments, supplements and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereofexhibits thereto or any document incorporated by reference therein; (iiid) the costs of reproducing reasonable and distributing each of the Transaction Documents; (iv) the fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the documented fees and expenses incurred in connection with securing any required review by FINRA and any filings made with FINRA; (e) any applicable listing, quotation or other fees; (f) the registration or qualification fees 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 expenses (including the related fees and expenses of counsel for the Underwriters)) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(e) and of preparing, printing and distributing wrappers and blue sky memoranda; (vig) any all fees charged by rating agencies for rating and expenses of the Securitiesregistrar and transfer agent of the Shares; and (viih) all other costs and expenses of the Company incident to the offering of the Shares by, or the performance of the obligations of, the Company under this Agreement (including, without limitation, the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any Company’s counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of Company’s independent accountants and the Securities for book-entry transfer by DTC; travel and (ix) all other reasonable expenses incurred by the Operating Partnership Company’s personnel in connection with any “road show” presentation to potential investors; including, without limitation, any expenses advanced by such Underwriter on the Company’s behalf (which will be promptly reimbursed)). Except as provided that, except as contemplated by Sections 7, 9 in this Section 5 and 11 Section 7 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree 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 Operating Partnership and each Each of the Guarantors jointly and severally agree Copano Parties agrees to pay or cause to be paid all the costs and expenses related to the following matters: (i) the expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs 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, transfer and other stamp taxes in connection with the costs incident original issuance and sale of the Securities to the preparationInitial Purchasers, 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 Guarantors’ and the Operating PartnershipCompany’s counsel, local counsel independent public or certified public accountants and independent accountants; other advisors, (viv) the fees costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of each Preliminary Offering Memorandum and the Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, this Agreement, the Registration Rights Agreement, the Indenture, the DTC Agreement and the Notes and Guarantees, (v) the filing fees, attorneys’ fees and expenses incurred by the Company, FxxXx, the Guarantors or the Initial Purchasers 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 Securities for offer and sale under the securities laws of such jurisdictions as the Representatives may designate and several states of the preparationUnited States (including, without limitation, the cost of preparing, printing and distribution of a Blue Sky mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the Preliminary Offering Memorandum (including the related fees and expenses of counsel for the Underwriters); or Offering Memorandum, (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (vii) any paying agent fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies and the listing of the Securities with the PORTAL Market, (viii) the fees and expenses (including related reasonable fees and expenses of any counsel to such parties); (viiicounsel) all expenses and application fees incurred of the Copano Parties in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities by the Depositary for “book-entry transfer entry” transfer, and the performance by DTC; the Copano Parties of their respective other obligations under this Agreement and (ix) one-half of all reasonable out-of-pocket expenses incurred by incident to the Operating Partnership in connection with any “road show” presentation to potential investors; for the offering of the Securities, including the cost of any chartered airplane or other transportation. Except as provided that, except as contemplated by in this Section 5 and Sections 7, 9 and 11 10 hereof, the Underwriters Initial Purchasers shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree 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., Bxxxx Bxxxx L.L.P.

Payment of Expenses. (a) Whether a. Except as otherwise provided herein, you will at your own expense furnish to the Trust office space in your offices or not in such other place as may be agreed upon from time to time, and all necessary office facilities, equipment and personnel for managing each Fund’s investments, and you will arrange, if desired by the transactions contemplated by this Agreement are consummated Trust, for members of your organization to serve as trustees, officers or this Agreement is terminated, the Operating Partnership and each agents of the Guarantors jointly Trust. b. You will pay directly or reimburse the Trust for the compensation (if any) of the Trustees who are affiliated with, or “interested persons” (as defined in the 0000 Xxx) of, you and severally agree to pay or cause to all officers of the Trust who are your employees. c. All of the ordinary business expenses incurred in the operations of the Fund and the offering of its shares shall be paid all costs and expenses incident borne by the Fund unless specifically otherwise provided in this agreement. The Trust, on behalf of each Fund to the performance of their respective obligations hereunderextent allowable to that Fund, including without limitation, will assume and will pay: (i) the costs incident charges and expenses for fund accounting, pricing and appraisal services and related overhead, including, to the authorizationextent such services are performed by your personnel, issuanceor your affiliates, saleoffice space and facilities and personnel compensation, preparation training and delivery of the Securities and any taxes payable in that connectionbenefits; (ii) the costs incident to the preparation, printing charges and filing under the Securities Act expenses 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 thereofauditors; (iii) the costs charges and expenses of reproducing any administrator, custodian, transfer agent, plan agent, dividend disbursing agent and distributing each of registrar appointed by the Transaction DocumentsTrust; (iv) issue and transfer taxes chargeable to a Fund in connection with securities transactions to which the fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountantsFund is a party; (v) insurance premiums, interest charges, dues and fees for membership in trade associations and all taxes and corporate fees payable by the fees and expenses incurred in connection with the registration Trust to federal, state 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)other governmental agencies; (vi) any fees charged by rating and expenses involved in registering and maintaining registrations of the Trust and/or its shares with the SEC, state or blue sky securities agencies and foreign countries, including the preparation of prospectuses and statements of additional information for rating filing with the SecuritiesSEC; (vii) the fees and all expenses of the Trustee shareholders’ and any paying agent (including related fees Trustees’ meetings and expenses of any counsel preparing, printing and distributing prospectuses, notices, proxy statements, and reports to such parties)shareholders and reports to governmental agencies; (viii) charges and expenses of legal counsel to the Trust and the Trustees; (ix) any distribution fees paid by a Fund in accordance with Rule 12b-1 under the 1940 Act; (x) compensation of those Trustees of the Trust who are not affiliated with or interested persons of you, the Trust (other than as Trustees) or Xxxxxxx Securities, Inc.; (xi) the cost of preparing and printing share certificates; and (xii) interest on borrowed money, if any. d. In addition to the expenses described in Section 4(c) above, each Fund will pay all expenses brokers’ and application fees incurred underwriting commissions chargeable to the Fund in connection with securities transactions to which the Fund is a party. e. You shall not be obligated to pay any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred or for the Fund not expressly assumed by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated you pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 herebySection.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership and each of the Guarantors jointly and severally agree to The Company will pay or cause to be paid all costs and expenses incident incidental to the performance of their respective its obligations hereunderunder this Agreement and the Indenture, including without limitation, but not limited to (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)its professional advisers; (viiiii) all expenses in connection with the execution, issue, authentication, packaging and application initial delivery of the Offered Securities, the preparation and printing of this Agreement, the Offered Securities, the Indenture, the Preliminary Offering Memorandum, any other documents comprising any part of the General Disclosure Package, the Final Offering Memorandum, all amendments and supplements thereto, each Permitted Solicitation, each item of Supplemental Marketing Material and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) any expenses (including reasonable fees and disbursements of counsel to the Purchasers) incurred in connection with any filing with, and clearance qualification of the offering byOffered Securities for sale under the laws of such jurisdictions in the United States and Canada as Credit Suisse designates and the preparation and printing of memoranda relating thereto, (iv) expenses incurred in distributing the Preliminary Offering Memorandum, any other documents comprising any part of the General Disclosure Package, the Financial Industry Regulatory AuthorityFinal Offering Memorandum (including any amendments and supplements thereto), any Permitted Solicitation and any Supplemental Marketing Material to the approval of the Securities for book-entry transfer by DTCPurchasers; and (ixv) all costs and expenses incurred by of the Operating Partnership in connection with Purchasers and the Company’s officers and employees and any other expenses of the Purchasers and the Company relating to investor presentations on any “road show” presentation to potential investors; 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 including the chartering of airplanes, provided that, except as contemplated by Sections 7, 9 and 11 hereof, that the Underwriters shall Purchasers will pay their own costs and expenses, including 50% of the costs and expenses of its counsel, travel, lodging any chartered airplanes; and other (vi) fees and expenses incurred by any Underwriters’ personnel involved incident to listing the Underlying Shares on the NYSE MKT LLC. Except as provided in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (Purchasers 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 Operating Partnership and each of the Guarantors Parties, jointly and severally agree to severally, will pay or cause to be paid all costs costs, expenses and expenses incident to the performance of their respective obligations hereunder, including without limitation, fees in connection with (i) the costs incident to the authorizationregistration, issuance, sale, preparation and delivery of the Securities Units and any taxes payable in that connectionupon the issuance, sale and delivery of the Units to the Underwriter; (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 thereoffurnishing of copies of each thereof to the Underwriter; (iii) the costs of reproducing and distributing each of the Transaction Documentsdelivering this Agreement; (iv) the fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities Units under the 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 any blue sky memorandum to the Underwriter (including the reasonable related fees and expenses of counsel for the UnderwritersUnderwriter); (vi) any fees charged by rating agencies for rating transfer agent and any registrar of the SecuritiesUnits; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)filing with FINRA; (viii) all expenses and application fees incurred in connection with any filing with, and clearance listing of the offering by, the Financial Industry Regulatory Authority, and the approval Units on any securities exchange or qualification of the Securities Units for book-entry transfer by DTCquotation on the NYSE and any registration thereof under the Exchange Act; and (ix) all expenses incurred by the Operating Partnership Parties relating to presentations or meetings undertaken in connection with any “the marketing of the offering and sale of the Units to prospective investors and the Underwriter’s sales forces, including, without limitation, expenses associated with the production of road show” presentation to potential investors; provided thatshow slides and graphics, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs fees and expenses of its counselany consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the General Partner and any Underwriters’ personnel involved such consultants, and the cost of any aircraft chartered by the Partnership Parties in connection with the road show; and (x) all other costs and expenses incident to the 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 9, 9(1)(ii) or 9(2); (ii) the Operating Partnership for any reason fails to tender the Securities Units for delivery to the Underwriters Underwriter (other than as a result of the default by the Underwriter in its obligations hereunder); or (iii) the Underwriters decline Underwriter declines to purchase the Securities Units for any reason permitted under this Agreement, the Operating Partnership and each of Parties (in addition to paying the Guarantors jointly and severally amounts described in Section 10(a) hereof) agree to reimburse the Underwriters Underwriter for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their its counsel) reasonably incurred by the Underwriters Underwriter in connection with this Agreement and the offering contemplated hereby.

Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Operating Partnership The Company and each of the Guarantors jointly and severally agree to will pay or cause to be paid all costs and expenses incident incidental to the performance of their respective obligations hereunderunder this Agreement and the Indenture, including without limitation, but not limited to (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, 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 Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties)its professional advisers; (viiiii) all expenses in connection with the execution, issue, authentication, packaging and application initial delivery of the Offered Securities, and the preparation and printing of this Agreement, the Offered Securities, the Indenture, the Registration Statement, the preliminary offering prospectuses, the General Disclosure Package and the Final Prospectus (including, in each case, amendments and supplements thereto), and any other document relating to the issuance, offer, sale and delivery of the Offered Securities; (iii) any filing fees and other expenses (including fees and disbursements of counsel to the Underwriters) incurred in connection with any filing with, and clearance qualification of the offering by, Offered Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representative designates and the preparation and printing of memoranda relating thereto; (iv) any fees charged by investment rating agencies for the rating of the Offered Securities; (v) costs and expenses related to the review by the Financial Industry Regulatory Authority, Inc. of the Offered Securities, if applicable, (including filing fees and the approval fees and expenses of counsel for the Securities for book-entry transfer by DTCUnderwriters relating to such review); (vi) costs and (ix) all expenses incurred relating to any advertising approved by the Operating Partnership Company in connection with the issue of the Offered Securities, 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 and the Guarantors’ officers and employees and any other expenses of the Company and the Guarantors including the chartering of airplanes; (vii) fees and expense in connection with the registration of the Offered Securities under the Exchange Act; and (viii) expenses incurred in distributing preliminary prospectuses and the Final Prospectus (including any amendments and supplements thereto) to potential the Underwriters and expenses incurred in preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors; . Except as specifically provided that, except as contemplated by Sections 7, 9 above and 11 hereofin Section 8 and Section 10 below, the Underwriters shall will pay all of their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road show. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the Guarantors jointly and severally agree 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 the Terms Agreement are consummated or this the Terms Agreement is terminated, the Operating Partnership Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of 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 Information, the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iiic) the costs of reproducing and distributing each of the Transaction DocumentsTerms Agreement and the Securities; (ivd) the fees and expenses of the Company’s and the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (ve) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the 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); (vif) any fees charged by rating agencies for rating the Securities; (viig) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viiih) all expenses and application fees incurred by the Company in connection with any filing with, and clearance of the any offering by, the Financial Industry Regulatory Authority, Authority and in connection the approval of the Securities for book-book entry transfer by DTC; DTC and (ixi) all expenses incurred by the Operating Partnership Company in connection with any “road showroadshow” presentation to potential investors; provided (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 contemplated by Sections 7, provided in this Section and Section 9 and 11 hereof, the Underwriters shall will pay all of their own costs and expenses, including the costs and expenses fees of its their counsel, traveltransfer taxes on resale of any of the Securities by them, lodging and other any advertising expenses incurred by connected with any Underwriters’ personnel involved in the road showoffers they may make. (b) If (i) this the Terms Agreement is terminated pursuant to clause (i) of Section 910, (ii) the Operating Partnership 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 Operating Partnership Company and each of the Guarantors jointly and severally agree 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 a. Except as otherwise provided herein, you will at your own expense furnish to the Trust office space in your offices or not in such other place as may be agreed upon from time to time, and all necessary office facilities, equipment and personnel for managing each Fund's investments, and you will arrange, if desired by the transactions contemplated by this Agreement are consummated Trust, for members of your organization to serve as trustees, officers or this Agreement is terminated, the Operating Partnership and each agents of the Guarantors jointly Trust. b. You will pay directly or reimburse the Trust for the compensation (if any) of the Trustees who are affiliated with, or "interested persons" (as defined in the 0000 Xxx) of, you and severally agree to pay or cause to be paid all costs and expenses incident officers of the Trust. c. The Trust, on behalf of each Fund to the performance of their respective obligations hereunderextent allowable to that Fund, including without limitation, will assume and will pay: (i) the costs incident charges and expenses for fund accounting, pricing and appraisal services and related overhead, including, to the authorizationextent such services are performed by your personnel, issuanceor your affiliates, saleoffice space and facilities and personnel compensation, preparation training and delivery of the Securities and any taxes payable in that connectionbenefits; (ii) the costs incident to the preparation, printing charges and filing under the Securities Act expenses 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 thereofauditors; (iii) the costs charges and expenses of reproducing any administrator, custodian, transfer agent, plan agent, dividend disbursing agent and distributing each of registrar appointed by the Transaction DocumentsTrust; (iv) issue and transfer taxes chargeable to a Fund in connection with securities transactions to which the fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountantsFund is a party; (v) insurance premiums, interest charges, dues and fees for membership in trade associations and all taxes and corporate fees payable by the fees and expenses incurred in connection with the registration Trust to federal, state 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)other governmental agencies; (vi) any fees charged by rating and expenses involved in registering and maintaining registrations of the Trust and/or its shares with the Commission, state or blue sky securities agencies and foreign countries, including the preparation of prospectuses and statements of additional information for rating filing with the SecuritiesCommission; (vii) the fees and all expenses of the Trustee shareholders' and any paying agent (including related fees Trustees' meetings and expenses of any counsel preparing, printing and distributing prospectuses, notices, proxy statements, and reports to such parties)shareholders and reports to governmental agencies; (viii) charges and expenses of legal counsel to the Trust and the Trustees; (ix) any distribution fees paid by a Fund in accordance with Rule 12b-1 under the 1940 Act; (x) compensation of those Trustees of the Trust who are not affiliated with or interested persons of you, the Trust (other than as Trustees) or Xxxxxxx Securities, Inc.; (xi) the cost of preparing and printing share certificates; and (xii) interest on borrowed money, if any. d. In addition to the expenses described in Section 4(c) above, each Fund will pay all expenses brokers' and application fees incurred underwriting commissions chargeable to the Fund in connection with any filing with, and clearance of securities transactions to which the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showFund is a party. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Operating Partnership and each of the 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 No later than two Business Days prior to the Closing Date, the Company shall provide to SPAC and Pubco a certificate executed by a duly authorized officer of the Company setting forth a list of all of the fees, expenses and disbursements incurred by or not on behalf of the Company in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Agreements, the performance of the Company’s obligations hereunder or thereunder or the consummation of the transactions contemplated by this Agreement hereby or thereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees, expenses and disbursements are consummated or this Agreement is terminatedexpected to remain unpaid as of immediately prior to the Closing, which shall include, among others, the Operating Partnership following: (i) all fees, expenses and each disbursements of outside counsel to the Company and any accountants, advisors, agents, consultants, experts, financial advisors, investment banks and other service providers of the Guarantors jointly Company; (ii) all change in control bonuses, transaction bonuses or retention bonuses to be paid to any current or former director, officer, employee, independent contractor, consultant or other service provider of the Company at the Closing; (iii) all fees payable by the Company to any Governmental Authorities in connection with any necessary approval, consent, registration, variance, waiver, license, permit, certification, registration or other authorization of such Governmental Authority, or the expiration or termination of any waiting period of any required filings or applications under any applicable Laws, in connection with the consummation of the Transactions; and severally agree (iv) all fees and expenses relating to the preparation, filing and mailing of the Scheme Booklet (collectively, the “Outstanding Company Transaction Expenses”). Prior to the Closing, SPAC and Pubco shall have an opportunity to review and discuss such certificate with the Company, and the Company shall reasonably cooperate with SPAC and Pubco to timely respond to any questions and consider in good faith any comments regarding such certificate. On the Closing Date, Pubco shall pay or cause to be paid by wire transfer of immediately available funds all costs and expenses incident to Outstanding Company Transaction Expenses. For the performance avoidance of 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 Statementdoubt, 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 Outstanding Company Transaction Documents; (iv) the fees and expenses of the Guarantors’ and the Operating Partnership’s counsel, local counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) Expenses shall not include any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all or expenses incurred by the Operating Partnership in connection with any “road show” presentation to potential investors; provided that, except as contemplated by Sections 7, 9 and 11 hereof, the Underwriters shall pay their own costs and expenses, including the costs and expenses of its counsel, travel, lodging and other expenses incurred by any Underwriters’ personnel involved in the road showCompany Shareholders. (b) If No later than two Business Days prior to the Closing Date, SPAC shall provide to the Company and Pubco a certificate executed by a duly authorized officer of SPAC setting forth (i) this Agreement is terminated pursuant to Section 9, the SPAC Shareholder Redemption Amount and (ii) the Operating Partnership for any reason fails to tender the Securities for delivery to the Underwriters or (iiiA) the Underwriters decline aggregate amount owed and to purchase be repaid by SPAC to Sponsor or any of its Affiliates or any other Person pursuant to any loan made to SPAC for working capital purposes or for purposes of extending the Securities for any reason permitted under this Agreement, the Operating Partnership duration of SPAC and each (B) a list of all of the Guarantors jointly fees, expenses and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably disbursements incurred by the Underwriters or on behalf of SPAC in connection with the preparation, negotiation and execution of this Agreement and the offering Ancillary Agreements, the performance of SPAC’s obligations hereunder or thereunder or the consummation of the transactions contemplated herebyhereby or thereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees, expenses and disbursements are expected to remain unpaid as of immediately prior to the Closing, which shall include, among others, the following: (A) all fees, expenses and disbursements of outside counsel to SPAC and any accountants, advisors, agents, consultants, experts, financial advisors, investment banks and other service providers of SPAC; (B) all change in control bonuses, transaction bonuses or retention bonuses to be paid to any current or former director, officer, employee, independent contractor, consultant or other service provider of SPAC at the Closing; (C) all fees payable by SPAC to any Governmental Authorities in connection with any necessary approval, consent, registration, variance, waiver, license, permit, certification, registration or other authorization of such Governmental Authority, or the expiration or termination of any waiting period of any required filings or applications under any applicable Laws, in connection with the consummation of the Transactions; (D) all fees and expenses relating to the negotiation, preparation, execution, authorization or performance of the PIPE Subscription Agreements and the consummation of the PIPE Investment; (E) all fees and expenses relating to the preparation, filing and mailing of the Proxy/Registration Statement; (F) all amounts due to the underwriters of the SPAC IPO; (G) all fees and expenses relating to the preparation, filing and mailing of any proxy statement(s) for the purpose of amending the SPAC Articles and the Trust Agreement, in each case, to extend the time period for SPAC to consummate a Business Combination, or the seeking of any solicitation of proxies thereunder, the holding of any meeting of the SPAC Shareholders to consider, vote on and approve any such extension of the time period for SPAC to consummate a Business Combination (including the value of any additional securities or economic inducements offered to SPAC Shareholders in connection therewith), in each case if necessary and as applicable; and (H) all fees and expenses in connection with entering into any agreements with SPAC Shareholders to incentivize them to unwind or facilitate the unwinding of any election to exercise Redemption Rights (which such agreements shall be subject to the prior written consent of the Company) (the items described in this clause (ii), collectively, the “Outstanding SPAC Transaction Expenses”). Prior to the Closing, the Company and Pubco shall have an opportunity to review and discuss such certificate with SPAC, and SPAC shall reasonably cooperate with the Company and Pubco to timely respond to any questions and consider in good faith any comments regarding such certificate. On the Closing Date, Pubco shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding SPAC Transaction Expenses up to an amount equal to $4,500,000. In such case that the amount of Outstanding SPAC Transaction Expenses is greater than $4,500,000, the amount of Outstanding SPAC Transaction Expenses in excess of $4,500,000 shall be borne by Sponsor in accordance with the terms of the Sponsor Support Agreement. (c) No later than two Business Days prior to the Closing Date, Pubco shall provide to SPAC and the Company a certificate executed by a duly authorized officer of Pubco setting forth a list of all of the fees, expenses and disbursements incurred by or on behalf of Pubco or Merger Sub in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Agreements, the performance of Pubco’s or Merger Sub’s obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees, expenses and disbursements (x) are expected to remain unpaid as of immediately prior to the Closing and (y) do not constitute Outstanding SPAC Transaction Expenses, which shall include, among others, the following: (i) all fees, expenses and disbursements of outside counsel to Pubco or Merger Sub and any accountants, advisors, agents, consultants, experts, financial advisors, investment banks and other service providers of Pubco or Merger Sub; and (ii) all fees payable by Pubco or Merger Sub to any Governmental Authorities in connection with any necessary approval, consent, registration, variance, waiver, license, permit, certification, registration or other authorization of such Governmental Authority, or the expiration or termination of any waiting period of any required filings or applications under any applicable Laws, in connection with the consummation of the Transactions (collectively, the “Outstanding Pubco Transaction Expenses”). Prior to the Closing, SPAC and the Company shall have an opportunity to review and discuss such certificate with Pubco, and Pubco shall reasonably cooperate with SPAC and the Company to timely respond to any questions and consider in good faith any comments regarding such certificate. On the Closing Date, Pubco shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding Pubco Transaction Expenses.