Common use of Cost and Expenses Clause in Contracts

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable fees and disbursements of your counsel. 10.

Cost and Expenses. The Company will bear pay all costs, expenses and pay the costs and expenses fees incident to the registration performance of the Shares obligations of the Company and public offering thereofthe Selling Stockholders under this Agreement, including, without limitationlimiting the generality of the foregoing, (a) the following: accounting fees of the Company; the fees and expenses of the Company's accountants and the fees and expenses disbursements of counsel for the Company; the cost of printing and delivering to, (b) or as requested by, the preparation, printing, filing, delivery and shipping Underwriters copies of the Registration Statement, each Preliminary ProspectusProspectuses, the Prospectus, and any supplements or amendments or supplements thereto (c) thereto; the furnishing of copies of such documents to you, (d) the registration or qualification filing fees of the Shares for offering and sale under Commission; NASD filing fees; the securities laws listing fee of the various statesNasdaq National Market and the expenses, including the reasonable fees and disbursements (not to exceed $25,000) of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the SharesUnderwriters, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company incurred in connection with the offering qualification of the Shares and (j) all under state securities or Blue Sky laws. Any transfer taxes imposed on the sale of the other costs and expenses incident Shares to the performance several Underwriters will be paid by the Company or by the Selling Stockholders, in accordance with the respective sales of their Shares to the registration and offering of the Shares; provided, however, that you will bear and Underwriters. The Selling Stockholders shall also pay the fees and expenses of your their respective counsel and their respective share of underwriting discounts and commissions. The Company shall not be required to pay for any of the Underwriters' expenses (other than fees those related to qualification under state securities or Blue Sky laws and disbursements relating to NASD review) except that, if this Agreement shall not be consummated because the registration conditions in Section 8 hereof are not satisfied, or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If because this Agreement is terminated by you in accordance the Representatives pursuant to Section 8 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the provisions terms hereof on its part to be performed, unless such failure to satisfy said condition or to comply with said terms results from the act or omission of Section 8(c)any Underwriter, then the Company shall reimburse you the several Underwriters for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder; but the Company shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits from the sale by them of the Shares.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c8(b), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company and the Operating Partnership, jointly ----------------- and severally, will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's and the Operating Partnership's accountants and the fees and expenses of counsel for the CompanyCompany and the Operating Partnership, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto thereto, (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, Inc., (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c), the Company shall reimburse you for all of your reasonable out-of-pocket expenses, including the reasonable fees and disbursements of your counsel, incurred by you in connection with the Agreement.

Cost and Expenses. The Company will bear and pay or reimburse if paid by the Placement Agents all costs and expenses incident to the registration performance of the Shares obligations of the Company under this Agreement and public offering thereofin connection with the transactions contemplated hereby, including, without limitation, (a) the fees including but not limited to costs and expenses of the Company's accountants and the fees and expenses of counsel for the Company, or relating to (ba) the preparation, printing, filing, delivery and shipping of the Registration Statement, any Issuer Free Writing Prospectus, each Preliminary Prospectus, the General Disclosure Package and the Prospectus, and any amendments amendment or supplements thereto supplement to any of the foregoing (including costs of mailing and shipment), (b) the registration, issue, sale and delivery of the Securities including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Securities and the printing, delivery, and shipping of the certificates representing the Securities, (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares Securities for offering offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 3(g), (including, in the various statesevent that the transactions contemplated hereby are not consummated, including the reasonable legal fees and expenses not to exceed $50,000, filing fees and other disbursements of counsel to the Placement Agents in connection therewith), and, if reasonably requested by the Placement Agents, the preparation and printing and furnishing of copies of any blue sky surveys to the Placement Agents, (d) the fees and expenses of any transfer agent or registrar for the Securities, (e) any filings required to be made by the Placement Agents or the Company with FINRA, (f) fees, if any, for the quotation of the Securities on the OTCBB, (g) fees and disbursements of your counsel relating to such registration or qualification, (ethe Company’s auditor incurred in delivering the letter(s) the fees payable to the NASD (if anydescribed in Section 5(i) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if anythis Agreement, (h) all fees of the Escrow Agent, and (i) the costs and expenses of the Company and the Placement Agents in connection with the marketing of the offering and the sale of the Securities to prospective investors including, but not limited to, those related to any presentations or meetings undertaken in connection therewith including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses relating to of any consultants engaged with the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives written consent of the Company in connection with the offering road show presentations, travel, lodging and other expenses incurred by the officers of the Shares Company and (j) all any such consultants, and the cost of any aircraft or other transportation chartered in connection with the other costs and expenses incident to the performance by the Company of the registration and offering of the Sharesroad show; provided, however, that you will bear and pay the fees costs and expenses of your counsel (other than fees and disbursements relating the Placement Agents pursuant to this Section 4(i) shall be paid by the registration or qualification Company only in the event that the transactions contemplated hereby are not consummated. If this Agreement shall be terminated by the Placement Agents pursuant to Section 9 hereof, the Company will, in addition to paying the amounts described in Section 4 hereof, reimburse the Placement Agents for all of the Shares for offering and sale under the securities laws of the various states), your their reasonable out-of-pocket expensesdisbursements including, and any advertising costs but not limited to, the legal fees and expenses of its counsel incurred by you incident to the public offering as of the Shares. If date of termination of this Agreement is terminated by you in accordance with the provisions of Section 8(c), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable fees and disbursements of your counselAgreement.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto thereto, (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c8(b), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, thereof as described in the Prospectus including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (hg) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares Exchange and (jh) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; providedPROVIDED, howeverHOWEVER, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c8(b), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c8(b), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; providedPROVIDED, howeverHOWEVER, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c8(b), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.

Cost and Expenses. The Company Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will bear and pay or reimburse if paid by the Representative all costs and expenses incident to the registration performance of the Shares obligations of the Company under this Agreement and public offering thereofin connection with the transactions contemplated hereby, including, without limitation, (a) the fees including but not limited to costs and expenses of the Company's accountants and the fees and expenses of counsel for the Company, or relating to (bA) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, General Disclosure Package and the Final Prospectus, and any amendments amendment or supplements thereto (c) supplement to any of the foregoing and the printing and furnishing of copies of such documents each thereof to youthe Underwriters and dealers (including costs of mailing and shipment), (dB) the registration, issue, sale and delivery of the Offered Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Offered Shares and the printing, delivery, and shipping of the certificates representing the Offered Shares, (C) the registration or qualification of the Offered Shares for offering and sale under the securities or blue sky laws of the various statessuch jurisdictions designated pursuant to Section 5(a)(viii) hereof, (including the reasonable and documented legal fees and filing fees, and other disbursements of your counsel relating to such registration or qualificationthe Representative in connection therewith), and, if reasonably requested by the Representative, the preparation and printing and furnishing of copies of any blue sky surveys to the Underwriters and to dealers, (eD) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your any transfer agent or registrar for the Offered Shares, (E) fees, disbursements and other charges of U.S., PRC and BVI counsel (other than fees and disbursements relating to the registration Company, (F) listing fees, if any, for the listing or qualification quotation of the Offered Shares for offering on the NASDAQ Global Select Market and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable (G) fees and disbursements of your counselthe Company’s auditor incurred in connection with this offering, including the delivering of the letter(s) described in Sections 7(a) hereof.

Cost and Expenses. The Company will bear covenants and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, agrees with each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of Agent that the Company in connection with the offering will, whether or not any sale of the Shares and (j) Securities is consummated, pay all of the other costs and expenses incident to the performance by the Company of the registration Company's obligations hereunder and offering under any applicable Terms Agreement, including without limiting the generality of the Shares; providedforegoing, howeverall costs, that you will bear expenses, fees and pay disbursements (i) incident to the fees preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee and of the Agents' counsel, (ii) incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto), including any fees, disbursements and expenses of your counsel the Agents' counsel, (other than fees and disbursements relating to iii) incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares for offering and sale Securities under the securities laws of such jurisdictions as the various statesAgents (or in connection with any Terms Agreement, the applicable Agent) may designate (including reasonable fees of counsel for the Agents (or such Agent) and their disbursements), your out-of-pocket expenses(iv) in connection with the listing of the Securities on any stock exchange, (v) related to any filing with National Association of Securities Dealers, Inc. in respect of the Securities, (vi) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, the Preliminary and Supplemental Blue Sky Memoranda and any advertising costs Legal Investment Survey and expenses incurred by you incident the furnishing to the public offering Agents and dealers of copies of the Shares. If this Agreement is terminated by you Registration Statement and the Prospectus, including mailing and shipping, as herein provided and (vii) payable to rating agencies in accordance connection with the provisions rating of Section 8(c), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable fees and disbursements of your counselSecurities.

Cost and Expenses. The Company will bear and pay the costs and expenses incident to the registration of the Shares and public offering thereof, including, without limitation, (a) the fees and expenses of the Company's accountants and the fees and expenses of counsel for the Company, (b) the preparation, printing, filing, delivery and shipping of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto (c) the furnishing of copies of such documents to you, (d) the registration or qualification of the Shares for offering and sale under the securities laws of the various states, including the reasonable fees and disbursements of your counsel relating to such registration or qualification, (e) the fees payable to the NASD (if any) and the Commission in connection with their review of the proposed offering of the Shares, (f) all printing and engraving costs related to preparation of the certificates for the Shares, including transfer agent and registrar fees, (g) all initial transfer taxes, if any, (h) all fees and expenses relating to the authorization of the Shares for trading on the New York Stock Exchange, (i) all travel expenses, including air fare and accommodation expenses, of representatives of the Company in connection with the offering of the Shares and (j) all of the other costs and expenses incident to the performance by the Company of the registration and offering of the Shares; provided, however, that you will bear and pay the fees and expenses of your counsel (other than fees and disbursements relating to the registration or qualification of the Shares for offering and sale under the securities laws of the various states), your out-of-pocket expenses, and any advertising costs and expenses incurred by you incident to the public offering of the Shares. If this Agreement is terminated by you in accordance with the provisions of Section 8(c), the Company shall reimburse you for all of your out-of-pocket expenses, including the reasonable fees and disbursements of your counsel.